Common use of Indemnification and Release Clause in Contracts

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify You agree to indemnify, defend and hold harmless the Collateral Agent Lil’ Heroes and the Creditorits Affiliates, licensors, suppliers and sponsors, and each of their respective directors, officers, directorsmembers, shareholders, managers, agents, contractors, partners, advisors, employees, equityholderslicensors, attorneyscontent creators, consultants and agents suppliers (eachcollectively, a the “Creditor IndemniteeLil’ Heroes Indemnified Parties”), ) from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees (collectively, “Liabilities”) arising out of or in any way related to (i) your breach of this Agreement, (ii) your misuse of the Site or Discord, (iii) your violation of any intellectual property right or other rights of another party, and/or (iv) your violation of Applicable Laws, rules or regulations in connection with your access to or use of the Site or Discord. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person, and shall survive any termination of this Agreement. (b) To the maximum extent permitted by Applicable Law, you hereby irrevocably and unconditionally release and waive all claims against any Lil’ Heroes Indemnified Parties from any and all Liabilities of every kind and nature, arising out of or in any way connected with your use of the Site or purchase of a Lil’ Heroes NFT. To the extent that you do have any claims against Lil’ Heroes, you agree that: (i) any and all disputes, claims and causes of action against Lil’ Heroes arising out of or connected with your use of the Site and/or the Discord shall be resolved individually, without resort to any form of class action; and (ii) any and all claims, damagesjudgments and awards shall be limited to actual and documented damages and out-of-pocket costs incurred, liabilities and expenses, including, without limitation, but shall in no event include attorneys’ fees and disbursementsor litigation costs (e.g., which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant heretorelated costs). b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the CreditorMembership Interests hereunder, and each of in addition to Seller’s other obligations under this Agreement, the Sellers hereby agrees to defend and indemnify Buyer and its Affiliates and subsidiaries and their respective directors, officers, directors, employees, equityholdersagents and representatives, attorneysand the successors and assigns of each of them (collectively, consultants the “Buyer Indemnified Parties”) and agents (each, a “Creditor Indemnitee”)the Sellers do hereby agree to hold the Buyer Indemnified Parties forever harmless, from and against any and all claimsClaims made, damagesbrought or asserted against the Buyer Indemnified Parties, liabilities or any one of them, and the Seller, each individually, hereby agree to pay or reimburse the Buyer Indemnified Parties for any and all Claims payable by any of the Buyer Indemnified Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, includingcourt costs, without limitationsettlement amounts, attorneys’ fees costs of investigation and disbursementsinterest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, which may be incurred through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement or asserted any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or Obligation of the Sellers contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyer Indemnified Parties, or any Creditor Indemnitee in any investigationone of them, litigation, suit or action by a third party and arising out of or relating to (i) resulting from the release execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf sale of the Creditor)Shares, or (ii) the release status of the Buyer or holder of any of the LNG Parties from its respective liabilities under Securities, as a buyer and holder of the Guaranty; provided, however, Shares. To the extent that the Parent foregoing undertaking by the Sellers may be unenforceable for any reason, the Sellers shall make the maximum contribution to the payment and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion satisfaction of such claims, damages, liabilities or expenses arising out each of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries Claims covered hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionis permissible under applicable Law.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the Former Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Former Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Former Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Former Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Former Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Former Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Former Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Former Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Former Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent 6.1.1 To the extent permitted by Applicable Law, Tenant shall protect, indemnify, release, defend and hold Landlord (and the Non-LNG Subsidiaries hereby, jointly and severally: (aLandlord Parties) indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be Claims to the extent caused by or incurred by or asserted against reason of: (a) any Creditor Indemnitee in damage to any investigation, litigation, suit or action arising out property (including the property of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the CreditorLandlord), or any injury (iiincluding death) the release of to any of the LNG Parties from its respective liabilities under the Guaranty; providedperson, howeveroccurring in, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from on, or against about any portion of such claimsthe Premises, damages, liabilities except to the extent caused by or expenses arising out of from the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionLandlord or the Landlord Parties; (b) agree to pay all costs and expenses any Alterations, work, or other thing done by Tenant or any Tenant Parties in connection with or about any portion of the preparationPremises, execution, delivery, filing and recording or from transactions of this Release, Consent and Waiver, and Tenant concerning any portion of the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the CreditorPremises; (c) agree Tenant’s failure to pay comply with any Applicable Laws; (d) any breach or default by Tenant of any representation, covenant or other term of this Lease; provided that Tenant shall not be obligated to so indemnify Landlord to the extent any such matter arises from, or is caused by, the willful misconduct or gross negligence of Landlord or the Landlord Parties; or (e) Tenant’s use and all stamp occupancy of the Premises. Tenant’s agreement to indemnify, defend and other transfer hold the Landlord and the Landlord Parties (the “Indemnitees”) harmless is conditioned upon the Indemnitees (i) providing written notice to Tenant of any claim, demand or filing taxes action arising out of the indemnified activities within thirty (30) days after Landlord has actual knowledge of such claim, demand or action, provided that the failure to so notify Tenant will not relieve Tenant of its obligations hereunder except to the extent such failure has actually materially prejudiced Tenant; (ii) permitting Tenant to assume full responsibility to investigate, prepare for and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and defend against any such claim or demand, subject to Landlord’s reasonable approval of any counsel used in the defense of such claim or demand; (iii) assisting Tenant, at T▇▇▇▇▇’s expense, in the reasonable investigation of, preparation of and all liabilities with respect to defense of any such claim or resulting from any delay in paying or omission to pay such taxes or feesdemand; and (div) release each Creditor Indemnitee from any dutynot settling such claim or demand that would result in a payment in excess of $100,000 (individually or in the aggregate) without Tenants’ prior written consent, liability which shall not be unreasonably withheld, conditioned, or obligation delayed. “Claims” mean claims, demands, losses, penalties, fines, liabilities, actions (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”including informal proceedings), from and against any and all claimssettlements, judgments, damages, liabilities reasonable costs, and expenses, including, without limitation, reasonable expenses (including reasonable attorneys’ fees and disbursementsconsultants’ fees, which may be court costs, and other litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, incurred by or suffered by, or asserted against any PNG Indemnitee against, the party in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionquestion.

Indemnification and Release. a. 4.1. We shall and do hereby indemnify you and hold you harmless from and against, and agree to pay you on demand the amount of, any and all losses, costs, claims, demands, causes of action, liabilities or expenses (collectively, "Liabilities") which you may suffer or incur arising from or in connection with any transactions or occurrences relating to any Credit, the Collateral and any documents, drafts or acceptances thereunder or relating thereto, including, but not limited to, Liabilities due to any action taken by any bank or other issuer or correspondent with respect to any Credit. We further agree to and do hereby release and hold you harmless for any acts, waivers, errors, delays or omissions, whether caused by you, by any bank or other issuer or correspondent or otherwise with respect to or relating to any Credit. Our unconditional obligation to you hereunder shall not be modified or diminished for any reason or in any manner whatsoever. Any fees, commissions or other charges made to you with respect to any Credit or other Obligations by any bank or other issuer or correspondent thereof shall be conclusive and may be charged by you to any of our account(s) maintained by you. 4.2. The Parent drawer under or beneficiary of any Credit (or any assignee or transferee thereof) shall be deemed our agent and we assume all risk, loss, liabilities, charges and expenses with respect to their acts or omissions. 4.3. If any Credit provides that payment is to be made by any bank, other issuer or correspondent, you shall not be responsible for the Non-LNG Subsidiaries herebyfailure of any of the documents specified in any Credit to come into your possession or for any delay in connection therewith, jointly and severallyour obligation to make reimbursement shall not be affected by such failure or delay in the receipt by you of any such documents. 4.4. We agree that any action taken by you, or any action taken by any bank or other issuer or correspondent under or in connection with any Credit, the Collateral and any documents, drafts or acceptances thereunder, shall, notwithstanding any judgment or instructions we may or may not express to the contrary or inconsistent therewith, be conclusive and binding on us and shall not create any resulting liability to you, except for your own willful misconduct or gross negligence. In furtherance thereof, you shall have the full and sole right and authority to: (a) indemnify clear and hold harmless the Collateral Agent and the Creditor, and each resolve any questions of their respective officers, directors, employees, equityholders, attorneys, consultants and agents non- compliance of documents; (each, a “Creditor Indemnitee”), from and against b) give any instructions as to acceptance or rejection of any documents or goods; (c) execute any and all claimsapplications for steamship or airway guaranties, damagesindemnities or delivery orders; (d) grant any extensions of the maturity of, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out time of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor)payment for, or time of presentation of, any drafts, acceptances, or documents; and (iie) the release agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify terms or conditions of any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence applications, Credits, or willful misconduct documents, drafts or acceptances thereunder or any letters of credit included in the Collateral; all in your sole name, and any bank or other issuer or correspondent shall be entitled to comply with and honor any and all such Creditor Indemniteedocuments or instruments executed by or received solely from you, as determined by a final nonappealable judgment all without any notice to or any consent from us. 4.5. Without your express consent and endorsement in writing, we agree not to: (a) approve or resolve any questions of a court non-compliance of competent jurisdictiondocuments; (b) agree give any instructions as to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance acceptance or rejection of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditoror goods; (c) agree to pay execute any and all stamp applications for steamship or airway guaranties, indemnities or delivery orders; (d) grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances or documents; or (e) agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the applications, Credits, or documents, drafts or acceptances thereunder. 4.6. Any rights, remedies, duties or obligations granted or undertaken by us to any bank or other issuer or correspondent in any application for any Credit, or any outstanding agreement relating to the opening or issuance of any Credit or acceptances or otherwise, shall be deemed to have been granted to you and apply in all respects to you and shall be in addition to any rights, remedies, duties or obligations contained herein. 4.7. Any duties or obligations undertaken by you to any bank or other transfer issuer or filing taxes and fees payable correspondent in any application for or determined to be payable in connection with the execution and delivery hereof or any release document pursuant heretoCredit, and to hold each Creditor Indemnitee harmless from and against including any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or outstanding agreement relating to the Collateral Agreements opening or issuance of any Related Obligations; providedCredit or otherwise, however, that shall be deemed to have been undertaken by us and apply in all respects to us and shall be in addition to the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from duties or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionobligations contained herein.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby(A) Tenant will protect, jointly and severally: (a) indemnify and hold save harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), Owner from and against any and all liabilities, obligations, claims, damages, liabilities penalties, causes of action, costs and expensesexpenses (including reasonable attorneys' fees) (collectively, including"Indemnified Amounts"), without limitationnot due to Owner's gross negligence, attorneys’ fees and disbursementsarising or occurring by reason of: (1) Any accident, which may be incurred injury to or death of persons or loss of or damage to property occurring on or about the Demised Premises or any part thereof; (2) Any use, non-use or condition of the Demised Premises or any part thereof; (3) Any failure on the part of Tenant to perform or comply with any of the terms of this Lease; or (4) The performance of any labor or services or the furnishing of any materials or other property by Tenant or asserted against at Tenant's direction in respect of the Demised Premises or any Creditor Indemnitee in part thereof. In case any investigation, litigationsuch action, suit or action arising out of or relating to (i) the release pursuant hereto proceeding is brought against Owner by reason of any security interestsuch occurrence, lienTenant, encumbrance upon Owner's request, shall defend such action, suit or other charge granted to the Collateral Agent (on behalf the Creditor)proceeding, or (ii) cause the release of any of the LNG Parties from its respective liabilities under the Guaranty; providedsame to be resisted and defended without cost to Owner, howeverand by counsel designated by Tenant and approved by Owner, that the Parent and the Non-LNG Parties which approval shall not be required to unreasonably withheld, conditioned or delayed. The obligations of Tenant as aforesaid shall survive any termination of this Lease. (B) Owner will protect, indemnify any Creditor Indemnitee and save harmless Tenant from or and against any portion of such all liabilities, obligations, claims, damages, liabilities or expenses arising out penalties, causes of the gross negligence or willful misconduct of such Creditor Indemniteeaction, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection (including reasonable attorneys' fees) (collectively, "Indemnified Amounts"), not due to Tenant's gross negligence, arising or occurring by reason of: (1) Any failure on the part of Owner to perform or comply with any of the preparation, execution, delivery, filing and recording terms of this Release, Consent and Waiver, and the Lease; or (2) The performance of any other acts and labor or services or the execution furnishing of any materials or other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer property by Owner or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document at Owner's direction in respect of the LNG Property and Demised Premises or any part thereof, unless the release work performed by Owner or at Owner's direction is a result of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries herebyTenant's noncompliance with or breach of this Lease, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against in which case Owner shall only be responsible for its intentional acts or omissions. In case any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigationsuch action, suit or action proceeding is brought against Tenant by reason of any third party arising out of such occurrence, Owner, upon Tenant's request, shall defend such action, suit or relating proceeding, or cause the same to the Collateral Agreements or any Related Obligations; providedbe resisted and defended without cost to Tenant, howeverand by counsel designated by Owner and approved by Tenant, that the Parent and the Non-LNG Subsidiaries which approval shall not be required to indemnify unreasonably withheld, conditioned or delayed. The obligations of Owner as aforesaid shall survive any PNG Indemnitee from termination of this Lease. (C) Tenant agrees that if the Improvements and other property, tangible and intangible, including fixtures, furnishings, equipment and contents, at any time forming a part of or against any portion of located on the Demised Premises shall be damaged or destroyed by an insurable peril, or Tenant's business shall be interrupted by an insurable peril, whether or not such claims, damages, liabilities damage or expenses arising out destruction or interruption was caused by the negligence of the gross negligence or willful misconduct Owner, Owner shall have no liability to Tenant on account thereof, and Tenant shall require all policies of such PNG Indemnitee, as determined property insurance and business interruption and rental insurance carried by Tenant during the term upon the Demised Premises and other property and Tenant's business to be endorsed with a final nonappealable judgment provision by which the insurer waives any right of subrogation. Owner shall require all policies of liability insurance carried by Owner during the term upon the Demised Premises to be endorsed with a court provision by which the insurer waives any right of competent jurisdictionsubrogation against Tenant. Tenant shall maintain business interruption insurance with coverage for at least 12 months.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the CreditorBorrower, Parent and each of their respective officersSubsidiaries will, directorsto the fullest extent permitted by Law, employeesindemnify, equityholdersrelease and hold harmless Administrative Agent, attorneysLenders, consultants Pentwater Capital Management LP, Antler Bar Investments LLC and agents their respective Related Parties (eachcollectively, a the “Creditor IndemniteeIndemnified Parties”), ) from and against any and all claims, injuries, damages, liabilities judgments, liabilities, costs and expensesexpenses (including the reasonable fees and expenses of counsel), charges and encumbrances (collectively, “Claims”) arising from or related to: (i) asserting, enforcing or defending the rights of any Indemnified Party under this Agreement or any of the other Loan Documents; (ii) the purchase or acquisition of any oil and gas properties and related rights, interests and agreements by the and Indemnified Party (including, without limitation, attorneys’ fees Antler Bar Investments LLC or any of its respective successors and disbursementsassigns) from the Borrower (including as a successor-in-interest to ASEN 2) and/or any of its subsidiaries; (iii) creating, which may be incurred by perfecting, maintaining, or asserted against enforcing any Creditor Indemnitee in Lien; (iv) taking possession of, protecting, preserving and preparing for sale any investigation, litigation, suit or action arising out of or relating to the Collateral when an Event of Default exists; (iv) the release pursuant hereto of any security interestacquisition, lien, encumbrance ownership or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release operation of any of the LNG Collateral by Borrower or any other Person; (vi) Borrower’s proposed acquisition of any real or personal property; (vii) the failure of Borrower or any other Person to comply with any Law (including any Environmental Law) or with the terms and conditions of any Loan Document; (viii) the inaccuracy of any representation or warranty made by Borrower or any other Person (other than any Indemnified Party) in any Loan Document; (ix) the failure of Borrower or any Operator to comply with any EHS Regulation or other Environmental Law, including with respect to the presence, generation, storage, release, threatened release, use, transportation, disposal or arranging for the disposal or treatment of any Hydrocarbons, Hydrocarbon waste, solid waste or Hazardous Substance on, under or from any of the Properties; (x) any finder’s, brokerage, financing or similar fees arising in connection with the transactions contemplated by this Agreement; and (xi) any actual, threatened or prospective litigation, investigation or other proceeding relating to any of the foregoing, whether based on contract, tort or any other legal or equitable theory and regardless of whether an Indemnified Party is a named party to the proceeding. (b) THE BORROWER, PARENT AND EACH OF THEIR SUBSIDIARIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE EACH INDEMNIFIED PERSON FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, (c) The indemnity obligation owing by Borrower, Parent or any of their respective Subsidiaries to the Indemnified Parties from its respective liabilities under this Section 7.4: (i) will not be limited, modified or excused by (A) any sole or concurrent negligence of any Indemnified Party, whether through act or omission, or (B) any strict liability imposed on any Indemnified Party; but (ii) will not be available to an Indemnified Party to the Guaranty; provided, however, extent that the Parent Claim is determined by the final and the Nonnon-LNG Parties shall not be required appealable judgment of a court of competent jurisdiction to indemnify any Creditor Indemnitee have resulted from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiverthat Indemnified Party, and in such case, the performance of Indemnified party is obligated to return any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel monies to the Collateral Agent and the Creditor; (c) agree applicable payor that were paid pursuant to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and a Claim. (d) release each Creditor Indemnitee from any dutyBorrower, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officersSubsidiaries shall pay any amounts owing to an Indemnified Party under this Section 7.4 within 10 Business Days after Indemnified Party makes a written demand for payment. If Borrower, directorsParent or any of their respective Subsidiaries fails to timely pay the amounts owning under this Section 7.4: (i) if the unpaid amount is owed to an Indemnified Party other than Administrative Agent or any Lender, employeesAdministrative Agent or such Lender may (but will not be obligated to) remit the unpaid amount to that Indemnified Party on behalf of Borrower, equityholders, attorneys, consultants and agents in which case Borrower shall reimburse Administrative Agent or such Lender upon demand; and (each, a “PNG Indemnitee”ii) if Administrative Agent or any Lender is the Indemnified Party to whom the unpaid amount is owed (or if Borrower has failed to reimburse Administrative Agent or such Lender for amounts due under Section 7.4(d)(i)), then Administrative Agent can, at its election, (A) debit and apply funds from the Payment Account (and against any Borrower authorizes and all claimsdirects Administrative Agent to do so) to pay the amount then owing to Administrative Agent or such Lender under this Section 7.4, damages, liabilities or (B) capitalize the amount then owing and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating add them to the Collateral Agreements or Obligations. (e) Notwithstanding anything to the contrary, any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries indemnified Taxes shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined covered exclusively by a final nonappealable judgment of a court of competent jurisdictionSection 1.17(c).

Indemnification and Release. a. The Parent 14.3.1 Except as otherwise provided in this Section 14.3, Tenant shall be fully and the Non-LNG Subsidiaries herebycompletely liable to Landlord for, jointly and severally: (a) indemnify and shall indemnify, hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), release Landlord from and against against, any and all claims, damagesliabilities, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claimslawsuits, damages, liabilities demands, suits, losses, judgments, and costs, including but not limited to removal, remedial action, or other costs recoverable under CERCLA or MTCA; any and all other requirements, charges, interest, fees, oversight costs, or penalties (civil or criminal or both) imposed by any Authority; and all other expenses including but not limited to claims for bodily injury or death, property damage, diminution in value or loss of use, including attorney’s fees and other costs of defense (“Claims”) caused by or arising out from (1) the use, disposal, transportation, generation, past, present or future release or threatened release, handling, spillage, storage, treatment, deposit and/or sale of Hazardous Materials by Tenant in, on, around, about, or emanating from the Premises, including but not limited any remediation activities conducted by Tenant or from Tenant’s activities on the Premises or the Property, or from Tenant’s activities on any adjoining property occurring during the term of the gross negligence this Lease or willful misconduct at any time if caused by Tenant, including exacerbation or disturbance of such Creditor Indemniteeexisting Hazardous Materials that were released in, on or about the Premises prior to the Commencement Date of this Lease; or (2) Tenant’s failure to comply with any obligation in this Article; or (3) any actions by Landlord under this Article. Without limiting the generality of the foregoing, the Parties acknowledge that Claims, as determined defined herein, are not limited to third party Claims, but include Claims made or incurred by a final nonappealable judgment of a court of competent jurisdiction; (b) agree the Parties. ▇▇▇▇▇▇’s duties under this Section 14.3 include the duty to pay all or reimburse ▇▇▇▇▇▇▇▇’s direct and indirect costs to monitor or oversee Tenant’s cleanup or other corrective work, including but not limited to engineering and other consulting services, sampling and studies, confirmatory testing, compliance monitoring, and administrative costs and expenses incurred in connection with procuring and managing the preparationsame. Tenant’s indemnity regarding Hazardous Materials and environmental compliance under this Section 14.3 is in addition to, executionand separate from, delivery, filing and recording ▇▇▇▇▇▇’s indemnity obligations under Article 17 of this ReleaseLease. 14.3.2 Landlord agrees to indemnify, Consent defend and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee Tenant harmless from and against any all fines, penalties, administrative and judicial proceedings and orders, and all liabilities other direct costs and expenses incurred by Landlord or Tenant solely with respect to clean up or resulting remediate any hazardous materials or substances that may be found to exist on the Property from any delay in paying past events or omission releases prior to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect Effective Date of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries herebyDevelopment Agreement (collectively, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG IndemniteeCleanup Costs”), from save and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating except to the Collateral Agreements extent that such Cleanup Costs result from ▇▇▇▇▇▇’s exacerbation of such pre-existing condition, nature and/or extent of such hazardous materials or any Related Obligations; provided, however, that the Parent releases of hazardous substances. Landlord’s limited indemnity under this Section 14.3.2 does not and the Non-LNG Subsidiaries shall not be required construed to indemnify any PNG Indemnitee from alter, reduce, or against any portion expand Tenant’s separate indemnity obligations under this Lease, the Due Diligence Agreement, or the Development Agreement all of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionwhich are ratified and reaffirmed.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) Borrowers agree to defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless the Collateral Agent Lender, its affiliates and the Creditorsubsidiaries, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents attorneys (each, a each an “Creditor IndemniteeIndemnified Party”), ) from and against any and all claimsliabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, awards, costs, expenses and expensesdisbursements of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party in connection with any investigative, administrative, arbitration or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, attorneys’ fees securities laws and disbursementsregulations, which may be incurred by Environmental Laws and commercial laws and regulations, under common law or asserted against any Creditor Indemnitee in equity, or based on contract or otherwise) in any investigation, litigation, suit manner relating to or action arising out of this Agreement or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor)Loan Document, or (ii) any act, event or transaction related or attendant thereto, the release of any making or issuance and the management of the LNG Parties from its respective liabilities under Notes or the Guaranty; use or intended use of the proceeds of the First Renewal Credit Facility provided, however, that Borrowers shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the Parent willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is in violation of any law or public policy, Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable under this Agreement from the date incurred by each Indemnified Party until paid by Borrowers, be added to the Obligations of Borrowers and be secured by the Collateral. The provisions of this Section 12 shall survive the satisfaction and payment of the other Obligations and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion termination of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; this Agreement. (b) agree to pay all costs Borrowers release Lender and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective its officers, directors, employeesagents, equityholderssuccessors and assigns, attorneysand attorneys from all liability, consultants of every kind and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party nature arising out of any of Lender's actions or relating inactions up to the Collateral Agreements date hereof with respect to the making or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out administration of the gross negligence Loan or willful misconduct the enforcement of any rights or remedies of Lender under the Loan. If the Borrowers hereafter contest the foregoing waiver of liability, then the Borrowers will pay all costs of the Lender, including the Lender’s attorney fees, incurred by the Lender in enforcing such PNG Indemniteewaiver. Borrowers will pay all costs of the Lender, as determined including the Lender’s attorney fees, incurred by a final nonappealable judgment the Lender in enforcing this Agreement. This paragraph will survive the expiration or termination of a court of competent jurisdiction.this Agreement. 

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless For the Collateral Agent and avoidance of doubt, Section 11.04(b) of the Creditor, and each Credit Agreement shall apply in respect of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, losses, liabilities and expenses, reasonably related expenses (including, without limitation, attorneys’ fees the reasonable fees, charges and disbursements, which disbursements of any counsel for any Indemnitee) that may be incurred by or asserted or awarded against any Creditor Indemnitee Indemnitee, in any investigation, litigation, suit or action each case arising out of or relating to in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the release pursuant hereto of any security interestthis Agreement, lien, encumbrance or other charge granted except to the Collateral Agent (on behalf the Creditor)extent such claim, damage, loss, liability or (ii) the release expense is found in a final and nonappealable judgment by a court of any of the LNG Parties competent jurisdiction to have resulted from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the Indemnitee’s gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; misconduct. (b) agree to pay all costs and expenses in connection with In consideration of the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the Lenders’ execution and delivery hereof of this Agreement, on the Forbearance Effective Date, each Loan Party and each of their successors and assigns (including, without limitation, any receiver or any trustee, collectively, the “Releasors”) does hereby forever acquit, waive, release document pursuant hereto, and to hold discharge each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property Agent and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, each Lender party hereto and each of their respective officerssuccessors, assigns, affiliates, directors, officers, employees, equityholdersagents, attorneys, consultants consultants, advisors and agents other Related Parties (eachcollectively, a the “PNG IndemniteeReleasees”), ) of and from and against any and all claims, damages, liabilities and expenses, claims (including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claimsliabilities, damages, liabilities demands and causes of action to the extent arising therefrom) whatsoever, in law or expenses in equity, whether known or unknown, which the Releasors ever had, have now, or hereinafter can, shall or may have against any Releasee by reason of, if the Forbearance Effective Date shall occur, (i) any matter arising on or prior to the Forbearance Effective Date out of the gross negligence Credit Agreement, this Agreement or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionthe other Loan Documents and (ii) any and all other actions or omissions relating in any way thereto done or omitted to be done on or prior to the Forbearance Effective Date.

Indemnification and Release. a. The Parent 4.1 In addition to any other obligations to release, indemnify, defend, and save harmless contained elsewhere in this AGREEMENT, WRD (the Non-LNG Subsidiaries herebyINDEMNIFYING PARTY) shall release, jointly indemnify, defend, and severally: (a) indemnify and hold save harmless the Collateral Agent and the CreditorLACFCD, and each of their respective including its Board, officers, directorsspecial districts, supervisors, agents, employees, equityholderscontractors, attorneys, and consultants and agents (each, a “Creditor Indemniteecollectively "INDEMNIFIED PARTIES”), from and against any and all claims, damages (including, without limitation special and consequential damages), liabilities injuries, costs, response costs, losses, demands, debts, liens, liabilities, causes of action, judgments, suits, legal and expensesadministrative proceedings, interest, fines, or increases in fines, charges, penalties and expenses (including without limitation reasonable attorneys’, engineers’, consultants’ and expert witness fees and costs incurred in defending against any of the foregoing or in enforcing this AGREEMENT) of any kind or of any nature whatsoever (collectively, “Claims”), paid, incurred, or suffered by any Indemnified Party or asserted against any Indemnified Party, directly or indirectly arising from or attributable to: (i) The Advanced Treated Recycled Water injected into the BARRIER pursuant to this AGREEMENT; (ii) The quality of the Advanced Treated Recycled Water injected into the BARRIER pursuant to this AGREEMENT; (iii) The design, construction, maintenance, and operation of a connection or facility used to provide Advanced Treated Recycled Water to the BARRIER pursuant to this AGREEMENT; (iv) Any condition in the injection ▇▇▇▇▇ or in the subsurface formation receiving injection water caused by the Advanced Treated Recycled Water injected into the BARRIER pursuant to this AGREEMENT or LACFCD INDEMNIFIED PARTIES’s activities relating thereto, in whole or in part; and (v) Claims relating to any regulatory permit, including, without limitation, attorneys’ fees relating to any violation of RWQCB Order No. R4-2016- 0034 or any other regulatory permit or the failure to obtain any regulatory permit related to the injection of Advanced Treated Recycled Water injected into the BARRIER pursuant to this AGREEMENT. The foregoing is intended as a broad indemnity that includes, without limitation: 1 Claims relating to changes in water quality within the groundwater basin that arise as a result of the implementation of this AGREEMENT; and disbursements2 Claims pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9607 et seq.) (“CERCLA”), and under Chapter 6.5 of Division 20 of the California Health and Safety Code (commencing with Section 25100) that arise as a result of the implementation of this AGREEMENT. If the Claim is litigated, arbitrated, or mediated, and the trier of fact makes a finding regarding the proportional allocation of liability among the PARTIES to the AGREEMENT, the PARTIES agree to pay for the part of the Claim for which the trier of fact has found that PARTY proportionally liable subject to affirmation by any appeal procedure that may be incurred pursued. Notwithstanding any other provision of this AGREEMENT, if the injury in question is found to be caused by one or asserted against more of the Parties’ willful misconduct, then only those Parties who perpetuated that willful misconduct will be responsible for paying the claim, and provided further that no party shall be obligated to release, indemnify, defend, or hold harmless any Creditor Indemnitee other party to the extent that any claim is caused by the breach of this AGREEMENT, negligence, or willful misconduct of that other party, or that other Party’s Boards, officers, special districts, supervisors, directors, agents, employees, representatives, contractors, or consultants. 4.2 The WRD and LACFCD acknowledge and agree that the indemnification provisions set forth in any investigation, litigation, suit or action Section C.6 of LACFCD AGREEMENT No. 12385 concerning claims by third persons arising out of or relating the transportation to (i) and injection of water into the release pursuant hereto of any security interest, lien, encumbrance or other charge granted Barrier also apply to the Collateral Agent (on behalf the Creditor), or (ii) the release transportation and injection of any Advanced Treated Recycled Water because said water constitutes “other suitable water” per Section A.2 of the LNG Parties from its respective liabilities under the GuarantyLACFCD AGREEMENT No. 12385; provided, however, that the Parent and indemnification provisions set forth in Section C.6 of LACFCD AGREEMENT No. 12385 do not apply to claims arising from the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out water quality of the gross negligence Advanced Treated Recycled Water or willful misconduct from changes in the water quality of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or groundwater basin resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any dutythe use of Advanced Treated Recycled Water, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect quality of which was approved by the LNG Property and the release of the security interests therein pursuant heretoWRD. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent 14.3.1 Except as otherwise provided in this Section 14.3, Tenant shall be fully and the Non-LNG Subsidiaries herebycompletely liable to Landlord for, jointly and severally: (a) indemnify and shall indemnify, hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), release Landlord from and against against, any and all claims, damagesliabilities, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claimslawsuits, damages, liabilities demands, suits, losses, judgments, and costs, including but not limited to removal, remedial action, or other costs recoverable under CERCLA or MTCA; any and all other requirements, charges, interest, fees, oversight costs, or penalties (civil or criminal or both) imposed by any Authority; and all other expenses including but not limited to claims for bodily injury or death, property damage, diminution in value or loss of use, including attorney’s fees and other costs of defense (“Claims”) caused by or arising out from (1) the use, disposal, transportation, generation, past, present or future release or threatened release, handling, spillage, storage, treatment, deposit and/or sale of Hazardous Materials by Tenant in, on, around, about, or emanating from the Premises, including but not limited any remediation activities conducted by Tenant or from Tenant’s activities on the Premises or the Property, or from Tenant’s activities on any adjoining property occurring during the term of the gross negligence this Lease or willful misconduct at any time if caused by Tenant, including exacerbation or disturbance of such Creditor Indemniteeexisting Hazardous Materials that were released in, on or about the Premises prior to the Commencement Date of this Lease; or (2) Tenant’s failure to comply with any obligation in this Article; or (3) any actions by Landlord under this Article. Without limiting the generality of the foregoing, the Parties acknowledge that Claims, as determined defined herein, are not limited to third party Claims, but include Claims made or incurred by a final nonappealable judgment of a court of competent jurisdiction; (b) agree the Parties. Tenant’s duties under this Section 14.3 include the duty to pay all or reimburse Landlord’s direct and indirect costs to monitor or oversee Tenant’s cleanup or other corrective work, including but not limited to engineering and other consulting services, sampling and studies, confirmatory testing, compliance monitoring, and administrative costs and expenses incurred in connection with procuring and managing the preparationsame. Tenant’s indemnity regarding Hazardous Materials and environmental compliance under this Section 14.3 is in addition to, executionand separate from, delivery, filing and recording ▇▇▇▇▇▇’s indemnity obligations under Article 17 of this ReleaseLease. 14.3.2 Landlord agrees to indemnify, Consent defend and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee Tenant harmless from and against any all fines, penalties, administrative and judicial proceedings and orders, and all liabilities other direct costs and expenses incurred by Landlord or Tenant solely with respect to clean up or resulting remediate any hazardous materials or substances that may be found to exist on the Property from any delay in paying past events or omission releases prior to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect Effective Date of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries herebyDevelopment Agreement (collectively, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG IndemniteeCleanup Costs”), from save and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating except to the Collateral Agreements extent that such Cleanup Costs result from ▇▇▇▇▇▇’s exacerbation of such pre-existing condition, nature and/or extent of such hazardous materials or any Related Obligations; provided, however, that the Parent releases of hazardous substances. Landlord’s limited indemnity under this Section 14.3.2 does not and the Non-LNG Subsidiaries shall not be required construed to indemnify any PNG Indemnitee from alter, reduce, or against any portion expand Tenant’s separate indemnity obligations under this Lease, the Due Diligence Agreement, or the Development Agreement all of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionwhich are ratified and reaffirmed.

Indemnification and Release. a. (a) The Parent and the Non-LNG Subsidiaries herebySellers hereby agree, jointly and severally: severally (ai) to indemnify and hold harmless the Collateral Agent Company and the Creditorits directors, and each of their respective officers, directorsshareholders, employees, equityholdersagents, attorneysadvisors, consultants successors and agents assigns (eachthe "Company Parties") against, a “Creditor Indemnitee”)and to reimburse the Company Parties on demand with respect to, from and against any and all claimslosses, liabilities, obligations, suits, proceedings, demands, judgments, damages, liabilities claims, expenses and expenses, costs (including, without limitation, attorneys’ fees reasonable fees, expenses and disbursementsdisbursements of counsel) (collectively, "Damages") which each may be incurred suffer, incur or pay by reason of (A) the breach by either of the Sellers of any representation or asserted against any Creditor Indemnitee warranty contained in this Agreement, or in any investigationagreement, litigation, suit certificate or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor)instrument executed by it and contemplated hereby, or (iiB) the release failure of either of the Sellers to perform any of the LNG Parties obligations required by this Agreement or any additional agreement, certificate or instrument contemplated hereby, and (ii) in all respects to release the Company from its respective liabilities under the Guaranty; provided, however, any and all liability that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses may occur in connection with the preparationsale of the Shares as of the date hereof and after this Agreement is hereby executed other than with respect to the performance by the Company of its obligations required by this Agreement and under the indemnification provisions in Section 4(b)(i) below. (b) The Company hereby agrees (i) to indemnify and hold harmless each of the Sellers and each of its respective directors, executionofficers, deliveryshareholders, filing employees, agents, advisors, successors and recording of this Release, Consent and Waiverassigns (the "Seller Parties") against, and to reimburse the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant heretoSeller Parties on demand with respect to, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp Damages which each may suffer, incur or pay by reason of (A) the breach by the Company of any representation or warranty contained in this Agreement, or in any agreement, certificate or instrument executed by it and other transfer contemplated hereby, or filing taxes (B) the failure of the Company to perform any of the obligations required by this Agreement or any additional agreement, certificate or instrument contemplated hereby, and fees payable or determined (ii) in all respects to be payable release the Sellers from any and all liability that may occur in connection with the execution sale of the Shares as of the date hereof and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities after this Agreement is hereby executed other than with respect to or resulting from any delay in paying or omission to pay such taxes or fees; the performance by each of the Sellers of its respective obligations required by this Agreement and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document indemnification provisions in respect of the LNG Property and the release of the security interests therein pursuant heretoSection 4(a)(i) above. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent and Administrative Borrower, on behalf of the Non-LNG Subsidiaries herebyLoan Parties, jointly and severally: hereby (a) agrees that the Loan Parties shall indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), Indemnified Person from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee Indemnified Person in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf of the Creditor), Agent and the Lenders) or (ii) the release payment of any of the LNG Parties from its respective liabilities under the GuarantyObligations as provided herein; provided, however, provided that the Parent and the Non-LNG Loan Parties shall not be required to indemnify any Creditor Indemnitee Indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor IndemniteeIndemnified Person, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and WaiverAgreement, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (including, without limitation) , the fees and disbursements of counsel to the Collateral Agent and the CreditorLenders; and (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent 4.1 We shall and the Non-LNG Subsidiaries hereby, jointly and severally: (a) do hereby indemnify you and hold you harmless the Collateral Agent from and the Creditoragainst, and each of their respective officersagree to pay you on demand the amount of, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all losses, costs, claims, damagesdemands, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out causes of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damagesaction, liabilities or expenses (collectively, "Liabilities") which you may suffer or incur arising out from or in connection with any transactions or occurrences relating to any Credit, the Collateral and any documents, drafts or acceptances thereunder or relating thereto, including, but not limited to, liabilities due to any action taken by any bank or other issuer or correspondent with respect to any Credit. We further agree to and do hereby release and hold you harmless for any errors, delays or omissions whether caused by you, by any bank or other issuer or correspondent or otherwise. Our unconditional obligation to you hereunder shall not be modified or diminished for any reason or in any manner whatsoever. Any fees, commissions or other charges made to you with respect to any Credit or other Obligations by any bank or other issuer or correspondent thereof shall be conclusive and may be charged by you to any of our account(s) maintained by you. 4.2 The drawer under or beneficiary of any Credit (or any assignee or transferee thereof) shall be deemed our agent and we assume all risk, loss, liabilities, charges and expenses with respect to their acts or omissions. 4.3 You shall not be responsible for and are hereby released from any liability for; (a) the existence, character, quality, quantity, condition, packing, value or delivery of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined property purporting to be represented by a final nonappealable judgment of a court of competent jurisdictionany documents; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent Lessee hereby assumes all risk of damage to property or injury to persons in, upon or about the Properties from any cause whatsoever and agrees that Lessor Entities shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the Non-LNG Subsidiaries herebyloss of use thereof, jointly and severally: (a) indemnify which damage is sustained by Lessee or by other persons claiming through Lessee. Lessee shall indemnify, defend, protect, and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), Lessor Entities from and against any and all claimsloss, damagescost, liabilities damage, expense and expensesliability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising from any cause in, on or about the Properties, any violation of any applicable laws, including, without limitation, attorneys’ fees and disbursementsany environmental laws, which may any acts, omissions or negligence Lessee Entities, in, on or about the Properties, or any injury or damage to the person, property, or business of Lessee Entities or any other person entering upon the Properties under the express or implied invitation of Lessee (whether such injury or damage occurs in the Properties or in, on, or about the Properties), or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Term, provided that the terms of the foregoing indemnity shall not apply to the willful misconduct of Lessor. Should Lessor be incurred by or asserted against any Creditor Indemnitee named as a defendant in any investigation, litigation, suit brought against Lessee in connection with or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any L▇▇▇▇▇’s occupancy of the LNG Parties from Properties, Lessee shall pay to Lessor its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. Further, L▇▇▇▇▇'s agreement to indemnify Lessor pursuant to this Section 5.03(e) is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Lessee pursuant to the provisions of this Lease, to the extent such policies cover the matters subject to L▇▇▇▇▇'s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Section 5.03(e) shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required event occurring prior to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer such expiration or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant heretotermination. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent Lessee hereby assumes all risk of damage to property or injury to persons in, upon or about the Properties from any cause whatsoever and agrees that Lessor Entities shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the Non-LNG Subsidiaries herebyloss of use thereof, jointly and severally: (a) indemnify which damage is sustained by Lessee or by other persons claiming through Lessee. Lessee shall indemnify, defend, protect, and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), Lessor Entities from and against any and all claimsloss, damagescost, liabilities damage, expense and expensesliability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Properties, any violation of any applicable laws, including, without limitation, attorneys’ fees and disbursementsany environmental laws, which may any acts, omissions or negligence Lessee Entities, in, on or about the Properties, or any injury or damage to the person, property, or business of Lessee Entities or any other person entering upon the Properties under the express or implied invitation of Lessee (whether such injury or damage occurs in the Properties or in, on, or about the Properties), or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Term, provided that the terms of the foregoing indemnity shall not apply to the willful misconduct of Lessor. Should Lessor be incurred by or asserted against any Creditor Indemnitee named as a defendant in any investigation, litigation, suit brought against Lessee in connection with or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any ▇▇▇▇▇▇’s occupancy of the LNG Parties from Properties, Lessee shall pay to Lessor its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Further, ▇▇▇▇▇▇’s agreement to indemnify Lessor pursuant to this Section 5.03(e) is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Lessee pursuant to the provisions of this Lease, to the extent such policies cover the matters subject to ▇▇▇▇▇▇’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Section 5.03(e) shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required event occurring prior to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer such expiration or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant heretotermination. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries herebyBorrowers agree to defend (with counsel satisfactory to Lender), jointly and severally: (a) protect, indemnify and hold harmless the Collateral Agent Lender, its affiliates and the Creditorsubsidiaries, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents attorneys (each, a each an “Creditor IndemniteeIndemnified Party”), ) from and against any and all claimsliabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, awards, costs, expenses and expensesdisbursements of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party in connection with any investigative, administrative, arbitration or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, attorneys’ fees securities laws and disbursementsregulations, which may be incurred by Environmental Laws and commercial laws and regulations, under common law or asserted against any Creditor Indemnitee in equity, or based on contract or otherwise) in any investigation, litigation, suit manner relating to or action arising out of this Agreement or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor)Loan Document, or (ii) any act, event or transaction related or attendant thereto, the release of any making or issuance and the management of the LNG Parties from its respective liabilities under Notes or the Guaranty; use or intended use of the proceeds of the Restated Credit Facility provided, however, that the Parent and the Non-LNG Parties Borrowers shall not be required have any obligation hereunder to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is in violation of any delay in paying law or omission public policy, Borrowers shall satisfy such undertaking to pay such taxes the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or fees; expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable under this Agreement from the date incurred by each Indemnified Party until paid by Borrowers, be added to the Obligations of Borrowers and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under be secured by the Notes or any other Existing Transaction Document in respect Collateral. The provisions of this Section 12 shall survive the satisfaction and payment of the LNG Property other Obligations and the release termination of the security interests therein pursuant heretothis Agreement. b. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction.

Indemnification and Release. a. The Parent In consideration of the Buyers’ execution and delivery of this Agreement and acquiring the Non-LNG Subsidiaries hereby, jointly Issued and severally: (a) indemnify and hold harmless the Collateral Agent and the Creditoroutstanding Common Stock hereunder, and each of in addition to Seller’s other obligations under this Agreement, the Sellers hereby agrees to defend and indemnify Buyers and their Affiliates and subsidiaries and their respective directors, officers, directors, employees, equityholdersagents and representatives, attorneysand the successors and assigns of each of them (collectively, consultants the “Buyers Indemnified Parties”) and agents (each, a “Creditor Indemnitee”)the Sellers do hereby agree to hold the Buyers Indemnified Parties forever harmless, from and against any and all claimsClaims made, damagesbrought or asserted against the Buyers Indemnified Parties, liabilities or any one of them, and the Seller, each individually, hereby agree to pay or reimburse the Buyers Indemnified Parties for any and all Claims payable by any of the Buyers Indemnified Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, includingcourt costs, without limitationsettlement amounts, attorneys’ fees costs of investigation and disbursementsinterest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, which may be incurred through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement or asserted any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or Obligation of the Sellers contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyers Indemnified Parties, or any Creditor Indemnitee in any investigationone of them, litigation, suit or action by a third party and arising out of or relating to (i) resulting from the release execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf sale of the Creditor)Shares, or (ii) the release status of the Buyers or holder of any of the LNG Parties from its respective liabilities under Securities, as a buyer and holder of the Guaranty; provided, however, Shares. To the extent that the Parent foregoing undertaking by the Sellers may be unenforceable for any reason, the Sellers shall make the maximum contribution to the payment and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion satisfaction of such claims, damages, liabilities or expenses arising out each of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto. b. The Parent and the Non-LNG Subsidiaries Claims covered hereby, jointly and severally indemnify and hold harmless PNG and the LNG Parties, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “PNG Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any PNG Indemnitee in any investigation, litigation, suit or action by any third party arising out of or relating to the Collateral Agreements or any Related Obligations; provided, however, that the Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such PNG Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionis permissible under applicable Law.