Common use of Indemnification and Release Clause in Contracts

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Works, and each Grantor hereby indemnifies and holds the Administrative Agent, each Lender and their respective directors, officers, employees, agents and any of their respective Affiliates (“Indemnitees”) harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, copyright or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors (or any Affiliate of the Grantors) in connection with any Patent, Trademark, Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors (or any Affiliate of the Grantors). Each Grantor agrees that the Administrative Agent and the Lenders do not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the Grantors, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of the Grantors. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted in Section 5 hereof, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan Documents. (e) Each Grantor agrees to cause the Administrative Agent to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemnitee.

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights Trademarks and Mask WorksCopyrights, and each Grantor hereby jointly and severally indemnifies and holds the Administrative Agent, each Lender and their respective its directors, officers, employees, agents and any of their its respective Affiliates (“"Indemnitees”") harmless from and against any claim, suit, loss, damage or expense (including attorneys’ ' fees and expenses) arising out of or in connection with (i) any alleged infringement of any patent, trademark, service ▇▇▇▇mark, trade name, trade secret, secret or copyright or mask work of a third party or alleged al▇▇▇▇d defect in any product manufactured, promoted or sold by Grantors Grantor (or any Affiliate of the GrantorsGrantor) in connection with any Patent, TrademarkTrademark or Copyright, Copyright or Mask Work or out of (ii) the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Grantor (or any Affiliate of the GrantorsGrantor), (iii) any action taken or omitted to be taken by Lender hereunder with respect to any license agreement of Grantor or (iv) any claim, suit or proceeding instituted by Grantor or in which Grantor participates. Each Grantor agrees that the Administrative Agent and the Lenders Indemnities do not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsGrantor, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of the Grantors. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent Lender under the powers of attorney granted in Section SECTION 5 hereof, other than actions taken or omitted omissions determined by a final, non-appealable judgment of a court of competent jurisdiction to be taken have arisen through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (ec) Each Grantor agrees to cause the Administrative Agent Lender to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (fd) Nothing contained in this Section SECTION 8 shall, however, be deemed to require the Grantors Grantor to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from or relating to such Indemnitee’s 's gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemniteemisconduct.

Indemnification and Release. (a) Each Grantor Borrower assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Works, and each Grantor Borrower hereby indemnifies and holds the Administrative Agent, each Lender and their its respective directors, officers, employees, agents and any of their respective Affiliates (“"Indemnitees”") harmless from and against any claim, suit, loss, damage or ------------- expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, copyright or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors Borrower (or any Affiliate of the GrantorsBorrower) in connection with any Patent, Trademark, Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Borrower (or any Affiliate of the GrantorsBorrower). Each Grantor Borrower agrees that the Administrative Agent and the Lenders do Lender does not assume, and nor shall Lender have no any responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsBorrower, and each Grantor Borrower hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor Borrower agrees to indemnify and hold the Indemnitees each Indemnitee harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with (i) any claim, suit or proceeding instituted by or against Borrower, (ii) any action taken or omitted to be taken by the Administrative Agent hereunder Lender pursuant to Subparagraph 6(b), or (iii) any action taken or omitted to be taken by ----------------- Lender pursuant to clause 7(a)(iii) hereof with respect to any license ---------------- agreement of Borrower; provided, however, that Borrower shall not be required to indemnify any -------- ------- Indemnitee to the Grantorsextent such liability arises from the willful misconduct or gross negligence of such Indemnitee. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor Borrower hereby releases the Indemnitees each Indemnitee from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent Indemnitees, or any of them, under the powers of attorney granted in Section 5 hereofunder the Special Power of Attorney executed pursuant to Subparagraph 5(b) herein, other than actions ----------------- taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (ed) Each Grantor Borrower agrees to cause the Administrative Agent Lender to be named as an additional insured with respect to any policy of insurance held by such Grantor Borrower from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemnitee.

Indemnification and Release. (a) Each The Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Worksany other Collateral of the Grantor and its Affiliates, and each the Grantor hereby indemnifies and holds the Administrative Agenteach Lender, each Lender its Affiliates and its and their respective Affiliate’s respective directors, officers, employees, agents advisors, partners, equity holders, agents, designees and any of their respective Affiliates representatives (“Indemnitees”) harmless from and against any claim, suit, loss, damage or expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, or trade name, trade secret, copyright or mask work name rights of a third party or alleged defect in any product manufactured, promoted or sold by Grantors the Grantor (or any Affiliate of the GrantorsGrantor) in connection with any Patent, Trademark, Copyright or Mask Work any other Collateral or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Grantor (or any Affiliate of the GrantorsGrantor). Each The Grantor agrees that the Administrative Agent and the Lenders do not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsGrantor, and each the Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. The Grantor’s obligations under this Section 8 shall survive the termination of the Finance Documents and payment of the obligations hereunder. (b) Each The Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent any Lender hereunder with respect to any license agreement of the GrantorsGrantor. (c) Each The Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any the Grantor or in which any the Grantor participates. (d) Each To the extent not prohibited by applicable law, the Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent any Lender under the powers of attorney granted in Section 5 hereof, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan Finance Documents. (e) Each To the fullest extent permitted by applicable law, the Grantor agrees shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to cause direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Finance Document or any agreement or instrument contemplated hereby, the Administrative Agent to be named as an additional insured with respect to transactions contemplated hereby or thereby, any policy loan or the use of insurance held by such Grantor from time to time covering product liability or intellectual property infringement riskthe proceeds thereof. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors Grantor to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemniteemisconduct.

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Works, and each Grantor hereby indemnifies and holds the Administrative Agent, each other Agent and each Lender and their respective directors, officers, employees, agents and any of their respective Affiliates (“"Indemnitees”") harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, copyright or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors Grantor (or any Affiliate of the GrantorsGrantor) in connection with any Patent, Trademark, Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Grantor (or any Affiliate of Grantor) provided, however, that the Grantors)foregoing indemnity shall not extend to any use by Agent or any Lender (or any of their respective Affiliates) of any Patent, Trademark, Copyright or Mask Work which constitutes gross negligence or willful misconduct. Each Grantor agrees that Agent, the Administrative Agent and the Lenders do not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsGrantor, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of Grantor, other than actions taken or omitted to be taken through the Grantorsgross negligence or willful misconduct of such Indemnitees or any breach of this Agreement or the other Credit Documents. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted in Section paragraph 5 hereof, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan Credit Documents. (e) Each Grantor agrees to cause the Administrative Agent to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 Paragraph 7 shall, however, be deemed to require the Grantors Grantor to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s 's gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemniteemisconduct.

Indemnification and Release. (a) Each Grantor assumes all responsibility Participant agrees to indemnify, protect and liability arising from hold harmless ESAC, the use Trust, ESAC’s Compliance Committee members, Claims Committee members, ESAC accredited PEOs and their representatives with respect to actions of the Patents, Trademarks, Copyrights their representatives while serving in any official volunteer capacity with ESAC and Mask WorksESAC Surety(ies), and each Grantor hereby indemnifies and holds the Administrative Agent, each Lender and their respective directorsaffiliates, officers, directors, employees, agents attorneys, agents, trustees, representatives, successors and any assigns of their respective Affiliates each (all of the aforementioned indemnified parties referred to as “IndemniteesIndemnified Parties”) harmless from and against any claimand all liability, suit, loss, damage or expense (including court costs and attorneys’ fees), and claims for damage of any nature whatsoever, whether known or unknown as though expressly set forth and described herein, which Indemnified Parties may incur, suffer, become liable for, or which may be asserted or claimed against one or more Indemnified Parties as a result of one or more Defaults or alleged Defaults, as defined herein, or as a result of performing responsibilities related to the Client Assurance Program caused by such Default by the Participant. The duty to indemnify includes the duty to pay any award imposed by an administrative agency or judgment or settlement reached in a court action. The indemnification contained in this Agreement shall specifically include all costs, including court costs, reasonable attorneys’ fees and expenses) arising out of or expenses incurred in connection with any alleged infringement the enforcement of any patentsuch indemnification. If it is necessary for an Indemnified Party entitled to indemnification to pay any judgment, trademarkorder or decree, service all costs and expenses thereof incurred by Indemnified Party entitled to indemnification, including all court costs and reasonable attorney’s fees, costs and expenses, and further including any such attorneys’ fees or expenses incurred in enforcing the provisions of such indemnification, shall be paid by the Participant to Indemnified Party entitled to indemnification within ten (10) Business Days from receipt of written demand by Indemnified Party entitled to indemnification, together with interest from the date of payment of the amount to be indemnified paid at 5% per annum plus the federal primary credit rate on advances to member banks in effect at the Federal Reserve Bank of St. ▇▇▇▇▇ on the date or dates of payment. No Indemnified Party shall be liable for any decision, trade nameelection or other action or nonaction taken or not taken including without limitation, trade secret, copyright the exercise or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors (or any Affiliate of the Grantors) in connection with any Patent, Trademark, Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement non-exercise of any product discretionary authority granted or service by the Grantors (or any Affiliate of the Grantors). Each Grantor agrees that the Administrative Agent and the Lenders do not assumeavailable to such Indemnified Party pursuant to this Agreement, and shall have no responsibility forESAC Bylaws, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to Standards and Procedures, as such may be performed under or with respect to any such agreement or contract by the Grantors, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of the Grantors. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted in Section 5 hereof, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan Documents. (e) Each Grantor agrees to cause the Administrative Agent to be named as an additional insured with respect to any policy of insurance held by such Grantor amended from time to time covering product liability time, provided such person acted in good faith in so acting. On behalf of itself, its affiliates, officers, directors, agents, representatives and successors and assigns, the Participant releases each and every ESAC Indemnified Party for any decision, election or intellectual property infringement risk. (f) Nothing contained other action or nonaction taken or not taken provided such person acted in this Section 8 shallgood faith in so acting, howeverwithout regard to fault or negligence. Participant, be deemed to require on behalf of itself and its successors and assigns, releases any person, including without limitation, a Covered Client, its officers, directors, and agents, and Worksite Employees from any claim that Participant, its affiliates, officers, directors, employees, agents, representatives, successors or assigns might have, either now or in the Grantors to indemnify or hold harmless any Indemnitee from or against any lossesfuture on account of, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising out of, any allegation of a Default hereunder so long as such person acted in good faith. It is intended that the foregoing release shall constitute qualified immunity from liability for defamation, libel and slander. Such qualified immunity shall not apply only if it is shown by Participant that such allegation was false and made willfully with the intent to damage or relating to any claim by an Indemnitee against another Indemniteeinjure Participant or was otherwise made with malice.

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Works, and each Grantor hereby indemnifies and holds the Administrative Agent, each Lender and their respective its directors, officers, employees, agents and any of their respective its Affiliates (“"Indemnitees”") harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇mark, trade name, trade secret, copyright or mask work of a third party pa▇▇▇ or alleged defect in any product manufactured, promoted or sold by Grantors Grantor (or any Affiliate of the GrantorsGrantor) in connection with any Patent, Trademark, Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Grantor (or any Affiliate of the GrantorsGrantor). Each Grantor agrees that the Administrative Agent and the Lenders do Lender does not assume, and nor shall Lender have no any responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsGrantor, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees each Indemnitee harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with (i) any claim, suit or proceeding instituted by or against Grantor, (ii) any action taken or omitted to be taken by the Administrative Agent hereunder Lender pursuant to Subparagraph 6(b), or (iii) any action taken or omitted to be taken by Lender pursuant to clause 7(a)(iii) hereof with respect to any license agreement of Grantor; provided, however, that Grantor shall not be required to indemnify any Indemnitee to the Grantorsextent such liability arises from the willful misconduct or gross negligence of such Indemnitee. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees each Indemnitee from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent Indemnitees, or any of them, under the powers of attorney granted in Section 5 hereofunder the Special Power of Attorney executed pursuant to Subparagraph 5(b) herein, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (ed) Each Grantor agrees to cause the Administrative Agent Lender to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemnitee.

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights Trademarks and Mask WorksCopyrights, and each Grantor hereby indemnifies and holds the Administrative Agent, each Lender and their respective its directors, officers, employees, agents and any of their its respective Affiliates (“Indemnitees”) harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with (i) any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, secret or copyright or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors Grantor (or any Affiliate of the GrantorsGrantor) in connection with any Patent, TrademarkTrademark or Copyright, Copyright or Mask Work or out of (ii) the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Grantor (or any Affiliate of the GrantorsGrantor), (iii) any action taken or omitted to be taken by Lender hereunder with respect to any license agreement of Grantor or (iv) any claim, suit or proceeding instituted by Grantor or in which Grantor participates. Each Grantor agrees that the Administrative Agent and the Lenders Indemnities do not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsGrantor, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of the Grantors. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent Lender under the powers of attorney granted in Section 5 hereof, other than actions taken or omitted omissions determined by a final judgment of a court of competent jurisdiction to be taken have arisen through the gross negligence or willful misconduct of any such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (ec) Each Grantor agrees to cause the Administrative Agent Lender to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time time, if any, covering product liability or intellectual property infringement risk. (fd) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors Grantor to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising to the extent determined by a court of competent jurisdiction to have arisen from or relating to any such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemniteemisconduct.

Indemnification and Release. Grantee shall indemnify and defend (a) Each Grantor assumes all responsibility and liability arising from at the use option of the Patents, Trademarks, Copyrights and Mask WorksGrantor), and each save Grantor hereby indemnifies and holds the Administrative Agent, each Lender and their respective directors, officers, employees, agents and any of their respective Affiliates (“Indemnitees”) Railroads harmless from and against any claimliabilities, suitlosses, lossdamages, damage or expense costs, expenses (including reasonable attorneys’ fees or other professionals’ expenses and expenses) arising out fees), causes of action, claims, demands or in connection with any alleged infringement judgments of any patentnature, trademarkincluding, service without limitation, any related to any “environmental condition” or to “oil” and “hazardous materials” (as those terms are defined in federal or state environmental laws, collectively, “Hazardous Materials”), that may be imposed upon or incurred by or asserted against Grantor or the Railroads, as a result of any of the following: a) the exercise by Grantee or those claiming by, through or under Grantee of any rights or privileges hereunder; b) the use of the Easement Areas by Grantee or any of Grantee’s Agents, including due to their use of the Easement Areas prior to the date hereof; c) the presence, discovery or revealing of any environmental condition including Hazardous Materials on the Easement Areas or other adjacent property of Grantor, which presence, discovery or revealing is a result of ▇▇▇▇▇▇▇’s or any of the Grantee’s Agents’ activities hereunder; d) the placement of or accidental release of any Hazardous Materials on, trade nameat, trade secretunder, copyright over, or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors associated with the Easement Areas (or other adjacent property of Grantor) by Grantee or any Affiliate of Grantee’s Agents, including without limitation contamination of the GrantorsEasement Areas or other adjacent property of Grantor caused by any material of any nature flowing from the Easement Areas; e) in connection any failure of Grantee or any of ▇▇▇▇▇▇▇’s Agents to perform or comply with any Patent, Trademark, Copyright or Mask Work or out of the manufactureterms hereof. Further, promotionsuch indemnification includes the obligation of Grantee to perform, labelingat Grantee’s cost and expense and in accordance with any applicable laws, sale any required environmental response action within the Easement Areas or advertisement of any product or service by surrounding areas to the Grantors (or any Affiliate extent that such response action is required due to Grantee’s use of the Grantors)Easement Areas. Each Grantee assumes all the risk of entry onto and use of the Easement Areas and hereby releases Grantor agrees that the Administrative Agent and the Lenders do not assume, Railroads from any responsibility for any Grantee losses or damages related to the condition of the Easement Areas prior to the execution of this Easement Agreement. Grantee further covenants and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the Grantors, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect not assert or bring, nor cause any third-party to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against assert or bring, any claim, suitdemand, loss, damage lawsuit or expense (including attorneys’ fees and expenses) arising out cause of or in connection with action of any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of the Grantors. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and manner against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted in Section 5 hereof, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan Documents. (e) Each Grantor agrees to cause the Administrative Agent to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or Railroads relating to such Indemnitee’s gross negligence or willful misconduct or arising from the condition of the Easement Areas prior to the execution hereof, ▇▇▇▇▇▇▇’s or relating any of Grantee’s Agents’ use of the Easement Areas, or any Negative Impacts. The release and covenants of defense and indemnification for the benefit of Grantor shall not apply to any claim by an Indemnitee against another Indemniteethe extent the “claim” arose because of Grantor’s grossly negligent acts or omissions or willful misconduct. The release and covenants of defense and indemnification for the benefit of the Railroads shall not apply to a Railroad to the extent the “claim” arose because of that Railroad’s grossly negligent acts or omissions or willful misconduct. The provisions of this Section shall survive the termination of this Easement.

Indemnification and Release. Grantee shall indemnify and defend (a) Each Grantor assumes all responsibility and liability arising from at the use option of the Patents, Trademarks, Copyrights and Mask WorksGrantor), and each save Grantor hereby indemnifies and holds the Administrative Agent, each Lender and their respective directors, officers, employees, agents and any of their respective Affiliates (“Indemnitees”) Railroads harmless from and against any claimliabilities, suitlosses, lossdamages, damage or expense costs, expenses (including reasonable attorneys’ fees or other professionals’ expenses and expensesfees), causes of action, claims, demands or judgments of any nature, including, without limitation, any related to any “environmental condition” or to “oil” and “hazardous materials” (as those terms are defined in federal or state environmental laws, collectively, “Hazardous Materials”), that may be imposed upon or incurred by or asserted against Grantor or the Railroads, as a result of any of the following: a) arising out the exercise by Grantee or those claiming by, through or under Grantee of any rights or privileges hereunder; b) the use of the Easement Areas by Grantee or any of Grantee’s Agents, including due to their use of the Easement Areas prior to the date hereof; c) the presence, discovery or revealing of any environmental condition including Hazardous Materials on the Easement Areas or other adjacent property of Grantor, which presence, discovery or revealing is a result of Grantee’s or any of the Grantee’s Agents’ activities hereunder; d) the placement of or in connection accidental release of any Hazardous Materials on, at, under, over, or associated with the Easement Areas (or other adjacent property of Grantor) by Grantee or any of Grantee’s Agents, including without limitation contamination of the Easement Areas or other adjacent property of Grantor caused by any material of any nature flowing from the Easement Areas; e) any failure of Grantee or any of Grantee’s Agents to perform or comply with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, copyright or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors (or any Affiliate of the Grantors) terms hereof. Further, such indemnification includes the obligation of Grantee to perform, at Grantee’s cost and expense and in connection accordance with any Patentapplicable laws, Trademark, Copyright any required environmental response action within the Easement Areas or Mask Work or out surrounding areas to the extent that such response action is required due to Grantee’s use of the manufacture, promotion, labeling, sale or advertisement Easement Areas. Grantee assumes all the risk of any product or service by the Grantors (or any Affiliate entry onto and use of the Grantors). Each Easement Areas and hereby releases Grantor agrees that the Administrative Agent and the Lenders do not assume, Railroads from any responsibility for any Grantee losses or damages related to the condition of the Easement Areas prior to the execution of this Easement Agreement. Grantee further covenants and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the Grantors, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect not assert or bring, nor cause any third-party to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against assert or bring, any claim, suitdemand, loss, damage lawsuit or expense (including attorneys’ fees and expenses) arising out cause of or in connection with action of any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of the Grantors. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and manner against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted in Section 5 hereof, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan Documents. (e) Each Grantor agrees to cause the Administrative Agent to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or Railroads relating to such Indemnitee’s gross negligence or willful misconduct or arising from the condition of the Easement Areas prior to the execution hereof, Grantee’s or relating any of Grantee’s Agents’ use of the Easement Areas, or any Negative Impacts. The release and covenants of defense and indemnification for the benefit of Grantor shall not apply to any claim by an Indemnitee against another Indemniteethe extent the “claim” arose because of Grantor’s grossly negligent acts or omissions or willful misconduct. The release and covenants of defense and indemnification for the benefit of the Railroads shall not apply to a Railroad to the extent the “claim” arose because of that Railroad’s grossly negligent acts or omissions or willful misconduct. The provisions of this Section shall survive the termination of this Easement.

Indemnification and Release. (a) Each Grantor Strouds assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights Trademarks and Mask WorksCopyrights, and each Grantor Strouds hereby indemnifies and holds the Administrative Agent, each Lender and their respective its directors, officers, employees, agents and any of their respective its Affiliates (“Indemnitees”"INDEMNITEES") harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, secret or copyright or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors Strouds (or any Affiliate of the GrantorsStrouds) in connection with any Patent, Trademark, Trademark or Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Strouds (or any Affiliate of the GrantorsStrouds). Each Grantor Strouds agrees that the Administrative Agent and the Lenders do Lender does not assume, and assume nor shall it have no any responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsStrouds, and each Grantor Strouds hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor Strouds agrees to indemnify and hold the Indemnitees each Indemnitee harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ ' fees and expenses) arising out of or in connection with (i) any claim, suit or proceeding instituted by or against Strouds, (ii) any action taken or omitted to be taken by the Administrative Agent hereunder Lender pursuant to SUBPARAGRAPH 6(b), or (iii) any action taken or omitted to be taken by Lender pursuant to CLAUSE 7(a)(iii) hereof with respect to any license agreement of Strouds; PROVIDED, HOWEVER, that Strouds shall not be required to indemnify any Indemnitee to the Grantorsextent such liability arises from the willful misconduct or gross negligence of such Indemnitee. (c) Each Grantor agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor Strouds hereby releases the Indemnitees each Indemnitee from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent Indemnitees, or any of them, under the powers of attorney granted in Section 5 hereofunder the Special Power of Attorney executed pursuant to SUBPARAGRAPH 5(b) herein, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (ed) Each Grantor Strouds agrees to cause the Administrative Agent Lender to be named as an additional insured with respect to any policy of insurance held by such Grantor Strouds from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemnitee.

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Works, and each Grantor hereby indemnifies and holds the Administrative Agent, each Lender and their respective its directors, officers, employees, agents and any of their respective Affiliates (“"Indemnitees”") harmless from and against any claim, suit, loss, damage or expense (including including, without limitation, reasonable attorneys’ ' fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, copyright or mask work of a third party patent or alleged defect in any product manufactured, promoted or sold by Grantors Grantor (or any Affiliate of the GrantorsGrantor) in connection with any Patent, Trademark, Copyright or Mask Work Patent or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Grantor (or any Affiliate of the GrantorsGrantor). Each Grantor agrees that the Administrative Agent and the Lenders do Lender does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsGrantor, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees each Indemnitee harmless from and against any claim, suit, loss, damage or expense (including including, without limitation, reasonable attorneys’ ' fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder Lender pursuant toclause 7(a)(iii) hereof with respect to any license agreement of the GrantorsGrantor. (c) Each Grantor agrees to indemnify and hold the Indemnitees each Indemnitee harmless from and against any claim, suit, loss, damage or expense (including including, without limitation, reasonable attorneys’ ' fees and expenses) arising out of or in connection with (i) any claim, suit or proceeding instituted by any Grantor or in which (ii) any Grantor participatesaction taken or omitted to be taken by Lender pursuant to Subparagraph 6(b). (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent Indemnitees under the powers of attorney granted in Section 5 hereofunder the Special Power of Attorney executed pursuant toSubparagraph 5(b) herein, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (e) Each Grantor agrees to cause the Administrative Agent Lender to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemnitee.

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Works, Grantor shall indemnify and each Grantor hereby indemnifies and holds the Administrative Agent, each hold Lender and their respective its directors, officers, employees, agents and any of their respective Affiliates (“"Indemnitees”") harmless from and against any claim, suit, loss, damage or expense (including including, without limitation, reasonable attorneys’ ' fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, copyright or mask work of a third party trademark or alleged defect in any product manufactured, promoted or sold by Grantors Grantor (or any Affiliate of the GrantorsGrantor) in connection with any Patent, Trademark, Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors Grantor (or any Affiliate of the GrantorsGrantor). Each Grantor agrees that the Administrative Agent and the Lenders do Lender does not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the GrantorsGrantor, and each Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor agrees to indemnify and hold the Indemnitees each Indemnitee harmless from and against any claim, suit, loss, damage or expense (including including, without limitation, reasonable attorneys’ ' fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder Lender pursuant to clause 7(a)(iii) hereof with respect to any license agreement of the GrantorsGrantor. (c) Each Grantor agrees to indemnify and hold the Indemnitees each Indemnitee harmless from and against any claim, suit, loss, damage or expense (including including, without limitation, reasonable attorneys’ ' fees and expenses) arising out of or in connection with (i) any claim, suit or proceeding instituted by any Grantor or in which (ii) any Grantor participatesaction taken or omitted to be taken by Lender pursuant to Subparagraph 6(b). (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent Indemnitees under the powers of attorney granted in Section 5 hereofunder the Special Power of Attorney executed pursuant to Subparagraph 5(b) herein, other than actions taken or omitted to be taken through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (e) Each Grantor agrees to cause the Administrative Agent Lender to be named as an additional insured with respect to any policy of insurance held by such Grantor from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemnitee.

Indemnification and Release. (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks, Copyrights and Mask Works, and each Grantor hereby jointly and severally indemnifies and holds the Administrative Agent, the Security Trustee, each Lender and their respective directors, officers, employees, agents and any of their respective Affiliates (“Indemnitees”) harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ fees and expenses) arising out of or in connection with any alleged infringement of any patent, trademark, service ▇▇▇▇, trade name, trade secret, copyright or mask work of a third party or alleged defect in any product manufactured, promoted or sold by Grantors (or any Affiliate of the Grantors) in connection with any Patent, Trademark, Copyright or Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or service by the Grantors (or any Affiliate of the Grantors). Each Grantor agrees that the Administrative Agent Agent, the Security Trustee and the Lenders do not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by the Grantors, and each Grantor hereby jointly and severally agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto. (b) Each Grantor jointly and severally agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ fees and expenses) arising out of or in connection with any action taken or omitted to be taken by the Administrative Agent hereunder with respect to any license agreement of the Grantors. (c) Each Grantor jointly and severally agrees to indemnify and hold the Indemnitees harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claim, suit or proceeding instituted by any Grantor or in which any Grantor participates. (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted in Section 5 hereof, other than actions taken or omitted omissions determined by a final, non-appealable judgment of a court of competent jurisdiction to be taken have arisen through the gross negligence or willful misconduct of such Indemnitees or any breach of this Security Agreement or the other Loan DocumentsIndemnitees. (e) Each Grantor agrees to cause the Administrative Agent to be named as an additional insured with respect to any policy of insurance held by such Grantor the Grantors from time to time covering product liability or intellectual property infringement risk. (f) Nothing contained in this Section 8 shall, however, be deemed to require the Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages arising to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from or relating to such Indemnitee’s gross negligence or willful misconduct or arising from or relating to any claim by an Indemnitee against another Indemniteemisconduct.