Common use of Release and Indemnification Clause in Contracts

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

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

Release and Indemnification. The Owner acknowledges thatSeller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each, an "Escrow Agent Party"), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) any action taken or not taken in issuing IRS Form 8609(s) good faith upon advice of Escrow Agent's counsel given with respect to any questions relating to its obligations under this Agreement, or (ii) any action taken or not taken in reliance upon any document, including any written notice provided to Escrow Agent pursuant to this Agreement, as to the Projectdue execution and the validity and effectiveness of such document, and the Authority is relying truth and accuracy of any information contained therein, which such Escrow Agent Party in good faith believes to be genuine, to have been signed or will rely upon information presented by a duly authorized person or persons and representations given by or on behalf to comply with the terms of the Owner Purchase Agreement and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordinglythis Agreement, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect except to the Project extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by the Authority. (b) The Owner hereby agrees to indemnifysuch Escrow Agent Party. Seller and Purchaser, save jointly and severally, shall indemnify and hold harmless and defend the Authorityany Escrow Agent Party against any liability, and its members officers, agents, employees, successors and assigns from any obligation, claimdamage, loss, demandcost or expense, costincluding, expense (including the costs of the investigation without limitation, reasonable attorneys’ fees and settlement of any claimcourt costs, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect incurred by such Escrow Agent Party to the Project. If extent resulting from the performance by any such claim is assertedEscrow Agent Party of Escrow Agent's obligations under this Agreement, any indemnified party hereunder will give prompt notice except to the Owner and will cooperate in extent resulting from the investigation and defense gross negligence, willful default, intentional misconduct or breach of any trust by such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseEscrow Agent Party. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect Lessee agrees to use and occupy the Property at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the Projectfull extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the Authority is relying acts or will rely upon information and representations given omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees Lessee shall be acting as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 Lessee’s agent with respect to the Project Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any loss of or damage to the Property or any part thereof (unless caused by the Authority. (b) The Owner hereby agrees to Lessor or Lessor’s agent). Lessee shall indemnify, save protect, defend and hold harmless each of the Indemnified Parties from and defend against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Authoritygross negligence or willful misconduct of such Indemnified Party) caused by, incurred or resulting from Lessee’s operations at the Property or by Lessee’s use and occupancy of the Property, whether relating to its members original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, agents, employees, successors agents or other Persons. If Lessor shall fail to perform any covenant, term or condition of this Lease upon Lessor's part to be performed under this Lease and assigns from any obligationif as a consequence of such default Lessee shall recover a money judgment against Lessor, claim, loss, demand, cost, expense (including the costs such judgment shall be satisfied only out of the investigation proceeds of sale received upon execution of such judgment and settlement levied thereon against the right, title and interest of Lessor in the Property and out of rents or other income from such Property receivable by Lessor, or out of the consideration received by Lessor from the sale or other disposition of all or any claimpart of Lessor's right, title and interest in the Property, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromneither Lessor nor any of its Indemnified Parties shall be liable for any deficiency. It is expressly understood and agreed that, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect subject to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to limitation set forth in Section 8.05 Lessee’s obligations under this Section shall survive the Owner and will cooperate in the investigation and defense expiration or earlier termination of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, this Lease for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handreason whatsoever.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityFCCSU-LLC shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of Company, its membersaffiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of Company under this Agreement. Further, Company shall indemnify, defend and hold FCCSU-LLC harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation or warranty of Company contained in Paragraph 9 above, (ii) any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by FCCSU-LLC and/or FUSA of the Marks of Company as contemplated by this Agreement, and (iii) any negligent act or omission or willful misconduct of Company or its directors, officers, employees, agents, officers, successors and agents or assigns in connection with the entry into or performance of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authoritythis Agreement. (b) The Owner hereby agrees to indemnifyCompany shall not be responsible in any way for any misrepresentation, save harmless and defend the Authoritynegligent act or omission or willful misconduct of FCCSU-LLC, and its members affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of FCCSU-LLC under this Agreement. Further, FCCSU-LLC shall indemnify, defend and hold Company harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation or warranty of FCCSU-LLC contained in Paragraph 9 above, (ii) any act or omission of FCCSU-LLC in connection with the marketing of Credit Card(s), and (iii) any negligent act or omission or willful misconduct of FCCSU-LLC or its directors, officers, employees, successors and agents or assigns from any obligation, claim, loss, demand, cost, expense (including in connection with the costs entry into or performance of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensethis Agreement. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to making the ProjectCarryover Allocation, the Authority is relying or will rely relied upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s)make the Carryover Allocation, the Owner agrees as follows: (a) The Owner hereby agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner any of the Owners has or may hereafter have against the AuthorityAuthority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance Authority's making of a Form 8609 with respect to the Project by the AuthorityCarryover Allocation. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance making of a Form 8609 with respect to the ProjectCarryover Allocation. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatUndersigned (a) unconditionally releases, forever discharges, and agrees not to ▇▇▇ the Released Parties for any claims or causes of action for any liability or loss of any nature, including personal injury, death, and property damage, arising out of or relating to Participant’s participation in issuing IRS Form 8609(s) with respect any Disabled Sports USA/ Adaptive Adventures events or activities or the Participant’s presence on or travel to the Projectpremises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Authority is relying Undersigned may or will rely upon information have against the Released Parties; and representations given by (b) agrees to indemnify, defend, and hold harmless the Released Parties from and against any liability or damage of any kind and from any suits, claims, or demands, including legal fees and expenses whether or not in litigation, arising out of, or related to, Participant’s participation in such events or activities or the Participant’s presence on or travel to the premises where such events or activities take place. Undersigned parent, or legal guardian, or legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, but that he/she is also signing on behalf of the Owner minor or legally incapacitated adult and has made that the minor or will make no independent investigation and does not and will not have independent knowledge the legally incapacitated adult shall be bound by all the terms of this Agreement. Additionally, by signing this Agreement as the parent, or legal guardian, or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the basis minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s)foregoing, the Owner agrees as follows: (a) The Owner agrees minor or legally incapacitated adult would not be permitted to release and forever discharge participate in the Authorityactivities. By signing below, its membersI hereby represent that I am the parent, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromlegal guardian, or on account of or pertaining to, whether directly or indirectly, the issuance legal representative of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromminor, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner legally incapacitated adult Participant and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall I have the right authority to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, sign on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handParticipant’s behalf.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees Landlord Parties shall not be liable to release Tenant and forever discharge Tenant hereby waives all claims and causes of action against the AuthorityLandlord Parties for any injury to or death of any person or damage to or destruction of property in or about the Premises by or from any cause whatsoever, its membersexcept to the extent resulting from the willful misconduct and gross negligence of a Landlord Party (in which case this waiver shall not apply only as to such Landlord Party). (b) Tenant shall indemnify, employees, agents, officers, successors protect and assigns of hold the Landlord Parties harmless from and from defend (by counsel reasonably acceptable to the indemnified party) the Landlord Parties against any and all claims, demands, causes of actionsaction, judgments liability, damage, loss or expense (including reasonable attorneys' fees and executions which Owner has costs and court costs), statutory or may hereafter have against otherwise arising out of or incurred in connection with (i) the Authority, whether in law or in equity, arising or resulting fromuse and occupancy of the Premises by Tenant, or on account any person claiming through Tenant or the presence of Visitors at the Premises, (ii) any activity, work or pertaining tothing done or permitted or suffered by Tenant in or about the Premises, whether directly (iii) any acts, omissions or indirectlynegligence of Tenant, any person claiming through Tenant, or the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officerscontractors, agents, employees, successors and assigns from invitees, or visitors of Tenant or any obligationsuch person ("TENANT PARTY" or "TENANT PARTIES"), claim(iv) any breach, loss, demand, cost, expense (including the costs of the investigation and settlement violation or nonperformance by any Tenant Party of any claimprovision of this Lease or of any law, and including reasonable attorney's fees) ordinance, rule or judgment against the Authority arising or resulting fromother governmental regulation of any kind, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect (v) except to the Project. If any extent resulting from the willful misconduct or gross negligence of an Indemnified Party (in which case this indemnity shall not apply only as to such claim is assertedIndemnified Party), any indemnified party hereunder will give prompt notice injury to or damage to the Owner and will cooperate in the investigation and defense person, property or business of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseTenant Party. (c) If The foregoing indemnity obligations of the indemnification provided in subsection (b) isparties shall include reasonable attorneys' fees, for any reason, either unavailable to the Authority or investigation costs and all other reasonable costs and expenses incurred by reason of any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgmentforegoing. The amount provisions of this Paragraph 12 shall survive the expiration or earlier termination of this Lease with respect to be contributed by the Owner shall be the amount that is appropriate any damage, injury or death occurring prior to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handexpiration or termination.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the Projectfull extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the Authority is relying acts or will rely upon information and representations given omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees Lessee shall be acting as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 Lessee’s agent with respect to the Project by Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any loss of or damage to the Authority. (b) The Owner hereby agrees to Properties or any part thereof. Lessee shall indemnify, save protect, defend and hold harmless each of the Indemnified Parties from and defend against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Authoritygross negligence or willful misconduct of such Indemnified Party; provided, however, that the term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its members original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, agents, employees, successors agents or other Persons. It is expressly understood and assigns from any obligation, claim, loss, demand, cost, expense (including agreed that Lessee’s obligations under this Section shall survive the costs expiration or earlier termination of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, this Lease for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority reason whatsoever. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgmentTN File No. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.6457/02-5000 17

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityFUSA shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of Company, its membersaffiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of Company under this Agreement. Further, Company shall indemnify, defend and hold FUSA harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation or warranty of Company contained in ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, (▇▇) any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by FUSA of the Marks of Company as contemplated by this Agreement, and (iii) any negligent act or omission or willful misconduct of Company or its directors, officers, employees, agents, officers, successors and agents or assigns in connection with the entry into or performance of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authoritythis Agreement. (b) The Owner hereby agrees to indemnifyCompany shall not be responsible in any way for any misrepresentation, save harmless and defend the Authoritynegligent act or omission or willful misconduct of FUSA, and its members affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of FUSA under this Agreement. Further, FUSA shall indemnify, defend and hold Company harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation or warranty of FUSA contained in ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, (▇▇) any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by Company of the ▇▇▇▇ ▇▇▇▇▇ as contemplated by this Agreement, (iii) any act or omission of FUSA in connection with the issuance of Credit Card(s) and/or the administration of Credit Card Accounts which constitutes a violation of the laws of the State of Delaware or any federal or state banking or consumer credit laws or regulations, and (iv) any negligent act or omission or willful misconduct of FUSA or its directors, officers, employees, successors and agents or assigns from any obligation, claim, loss, demand, cost, expense (including connection with the costs entry or performance of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensethis Agreement. (c) If the indemnification provided in subsection EXCEPT AS SPECIFIED IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (bINCLUDING NEGLIGENCE) isOR OTHERWISE, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handWHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Release and Indemnification. (a) The Owner acknowledges that, in issuing IRS Form 8609(s) with respect Company shall and hereby agrees to indemnify and save the Project, the Authority is relying or will rely upon information Issuer harmless against and representations given from all claims by or on behalf of any Person arising from any breach or default on the Owner and has made or will make no independent investigation and does not and will not have independent knowledge part of the basis for Company in the performance of any of its obligations under this Agreement. In connection with any action or proceeding arising out of any such information and representations. Accordinglyclaim, to induce upon notice from the Authority to issue IRS Form 8609(s)Issuer, the Owner agrees as follows: (a) Company shall pay their defense costs or the defense cost of either of them. The Owner agrees to release Company shall indemnify, defend and forever discharge hold the Authority, Trustee and its members, employees, agentsdirectors, officers, successors employees and assigns of agents (collectively with the Trustee, the "Indemnitees") harmless from and from any and all claimsagainst every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, causes penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of actionsin-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, judgments and executions which Owner has "Losses"), that may be imposed on, incurred by, or may hereafter have against the Authorityasserted against, whether in law any Indemnitee for or in equityrespect of the Trustee's (1) execution and delivery of the Indenture, arising (2) compliance or resulting fromattempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of the Indenture and (3) performance under the Indenture, or on account except in the case of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 such performance only and with respect to any Indemnitee to the Project by extent that the AuthorityLoss resulted from such Indemnitee's negligence or willful misconduct. The provisions of this Section 6.2(a) shall survive the termination of the Indenture and the resignation or removal of the Trustee for any reason. The Trustee's claims under this section shall have priority over all other claims under the Indenture. (b) The Owner hereby agrees Notwithstanding the fact that it is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the terms of this Agreement or the undertakings required of the Issuer hereunder, the issuance of the Bonds, the execution of the Indenture or the performance of any act requested of the Issuer by the Company, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulations pertaining to indemnifythe foregoing; nevertheless, save if the Issuer should incur any such pecuniary liability, then in such event the Company shall indemnify and hold the Issuer harmless against all claims by or on behalf of any Person arising out of the same and defend the Authorityall costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, and its members officersupon notice from the Issuer, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the Company shall pay the reasonable defense costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If Issuer in any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseaction or proceeding. (c) If For purposes of this Section 6.2, the indemnification provided in subsection (b) is, for any reason, either unavailable to term "Issuer" shall mean the Authority or Issuer and any of the other persons intended to be indemnified thereby its members, officers, employees, agents or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handrepresentatives.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect In consideration for Lessor's agreement to consent to the Projectmodifications set forth herein, the Authority is relying or will rely upon information Lessee and representations given by or on behalf of the Owner Guarantor hereby waive and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityLessor and its past, its members, employees, agents, present or future officers, successors and assigns of and from any and all claimsdirectors, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officersattorneys, agents, employees, parent company, affiliates, subsidiaries and successors and assigns from any obligationliability, damage, claim, loss, demand, cost, loss or expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) kind that they may have now or judgment hereafter against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it Lessor or any of them harmlessarising out of or, then in any way, relating to the Owner Lease Agreement and all other Obligations, including, but not limited to, those arising from the negotiation, administration or enforcement thereof (the “Released Claims”). Lessee and Guarantor hereby agrees further agree to contribute to all amounts paid indemnify and hold Lessor and its past, present or payable future officers, directors, attorneys, agents, employees, parent company, affiliates, subsidiaries and successors and assigns harmless from any loss, damage, judgment, liability or expense (including counsel fees) suffered by the Authority and such other persons as a result or rendered against Lessor or any of them on account of any such obligationclaims arising out of or, claimin any way, lossrelating to the Lease Agreement including, demandbut not limited to, costthose arising from the negotiation, expense, administration or judgmentenforcement thereof. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one handIf, and by to the Authority extent that, any Released Claims are, for any reason whatsoever, not fully, finally and such other personsforever released and discharged pursuant to the terms above, on the other handLessee and Guarantor hereby absolutely and unconditionally grant sell, bargain, transfer, assign and the relative degrees of fault convey to Lessor all of the OwnerReleased Claims and any proceeds, on settlements and distributions relating thereto. Lessee and Guarantor further state that they have carefully read the one handforegoing release, know the contents thereof and of grant the Authority same as their own free act and such other persons, on the other handdeed.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityJUNIPER shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of FRONTIER, its membersaffiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of FRONTIER under this Agreement. Further, FRONTIER shall indemnify, defend and hold JUNIPER harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation, warranty or covenant of FRONTIER contained in Paragraph 11 above, and (ii) any negligent act or omission or willful misconduct of FRONTIER or its directors, officers, employees, agents, officers, successors agents or assigns in connection with the entry into or performance of this Agreement. ***** Confidential portions of the material have been omitted and assigns of filed separately with the Securities and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the AuthorityExchange Commission. (b) The Owner hereby agrees to indemnifyFRONTIER shall not be responsible in any way for any misrepresentation, save harmless and defend the Authoritynegligent act or omission or willful misconduct of JUNIPER, and its members affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of JUNIPER under this Agreement. Further, JUNIPER shall indemnify, defend and hold FRONTIER harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation, warranty or covenant of JUNIPER contained in Paragraph 11 above, any assertion that FRONTIER is a creditor in contravention of Section 4(d) above, and any negligent act or omission or willful misconduct of JUNIPER or its directors, officers, employees, successors and agents or assigns from any obligation, claim, loss, demand, cost, expense (including in connection with the costs entry into or performance of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.this Agreement

Release and Indemnification. The Owner acknowledges thatSeller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) any action taken or not taken in issuing IRS Form 8609(s) good faith upon advice of Escrow Agent’s counsel given with respect to any questions relating to its obligations under this Agreement, or (ii) any action taken or not taken in reliance upon any document, including any written notice provided to Escrow Agent pursuant to this Agreement, as to the Projectdue execution and the validity and effectiveness of such document, and the Authority is relying truth and accuracy of any information contained therein, which such Escrow Agent Party in good faith believes to be genuine, to have been signed or will rely upon information presented by a duly authorized person or persons and representations given by or on behalf to comply with the terms of the Owner Purchase Agreement and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordinglythis Agreement, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect except to the Project extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by the Authority. (b) The Owner hereby agrees to indemnifysuch Escrow Agent Party. Seller and Purchaser, save jointly and severally, shall indemnify and hold harmless and defend the Authorityany Escrow Agent Party against any liability, and its members officers, agents, employees, successors and assigns from any obligation, claimdamage, loss, demandcost or expense, costincluding, expense (including the costs of the investigation without limitation, reasonable attorneys fees and settlement of any claimcourt costs, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect incurred by such Escrow Agent Party to the Project. If extent resulting from the performance by any such claim is assertedEscrow Agent Party of Escrow Agent’s obligations under this Agreement, any indemnified party hereunder will give prompt notice except to the Owner and will cooperate in extent resulting from the investigation and defense gross negligence, willful default, intentional misconduct or breach of any trust by such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseEscrow Agent Party. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees ▇▇▇▇▇▇ shall be liable for and shall defend, hold harmless and indemnify the Employer and its employees from and against all penalties, losses, damages, costs, expenses, attorneys’ fees and court costs suffered by the Employer or its employees resulting from the gross negligence, willful misconduct or willful breach of this Agreement by ▇▇▇▇▇▇ in the performance of services pursuant to release this Agreement; provided that (i) ▇▇▇▇▇▇ is promptly notified in writing of such suit or cause of action; (ii) ▇▇▇▇▇▇ controls any negotiations or defense and forever discharge Employer assists ▇▇▇▇▇▇ as reasonably required by ▇▇▇▇▇▇; and (iii) Employer takes all reasonable steps to mitigate any potential damages that may result. Notwithstanding the Authorityforegoing, its members, employees, agents, officers, successors and assigns ▇▇▇▇▇▇ shall have no obligation under the provisions of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect this 4(a) to the Project by the Authorityextent ▇▇▇▇▇▇ is entitled to indemnification from Employer pursuant to 4(b) or ▇▇▇▇▇▇ is otherwise not liable. (b) The Owner hereby agrees to indemnifyEmployer shall be liable for and shall defend, save hold harmless and defend the Authority, indemnify ▇▇▇▇▇▇ and its members affiliates and their directors, officers, employees, legal representatives, agents, employeessuccessors, successors and assigns from and against all claims, penalties, losses, liabilities, damages, demands, lawsuits, causes of action, costs, expenses, attorneys’ fees and court costs (collectively “Losses”) as a result of entering into and performing services under this Agreement or any obligationother cause arising out of this Agreement, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect except to the Project. If any such claim is assertedextent those Losses resulted from the gross negligence, any indemnified party hereunder will give prompt notice to the Owner and will cooperate willful misconduct or willful breach of this Agreement by ▇▇▇▇▇▇ in the investigation and defense performance of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right services pursuant to employ its own separate counsel and participate in such proceedings at its own cost and expensethis Agreement. (c) If In no event will ▇▇▇▇▇▇ be responsible for special, indirect, incidental, consequential or other similar damages in connection with the indemnification provided services performed pursuant to this Agreement, even if ▇▇▇▇▇▇ has been advised of the possibility of such damages, and in subsection no event will ▇▇▇▇▇▇ be responsible for providing health care benefits or the cost thereof. (bd) is, ▇▇▇▇▇▇ shall not be liable for any reasondelay or failure to perform under this Agreement resulting, either unavailable to the Authority directly or any indirectly, from strike, fire, war, insurrection, riot, power failure or a circumstance beyond ▇▇▇▇▇▇’▇ reasonable control. In case of the other persons intended to be indemnified thereby errors or insufficient to hold it or any of them harmlesslost data caused by power failure, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority mechanical difficulties with information storage and such other persons as a result of any such obligation, claim, loss, demand, cost, expenseretrieval systems, or judgment. The amount other events not attributable to its own negligence or willful misconduct, ▇▇▇▇▇▇’▇ sole obligation will be contributed to use its reasonable efforts to reconstruct any records maintained by ▇▇▇▇▇▇ and to amend any documents prepared by it which may have been affected by such event, at its own expense. (e) ▇▇▇▇▇▇ and Employer agree that provisions 4(a), 4(b), 4(c) and 4(d) shall survive the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees termination of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handthis Agreement.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect Tenant agrees to use and occupy the Properties at its own risk and hereby releases Landlord and the other Indemnified Parties from all Losses relating to the ProjectProperties and the operation thereof, including without limitation claims for any damage or injury, to the Authority full extent permitted by law, except to the extent such damage or injury is relying the result of the gross negligence or will rely upon information and representations given willful misconduct of Landlord. Tenant agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other Person. Tenant agrees that any agent to whom the Properties or any part thereof shall be entrusted by or on behalf of the Owner and has made Tenant or will make no independent investigation and does not and will not have independent knowledge employee of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees Tenant or its Affiliates shall be acting as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 Tenant’s agent with respect to the Project by Properties or any part thereof. Neither Landlord nor Landlord’s agents, employees or contractors shall be liable for any loss of or damage to the Authority. (b) The Owner hereby agrees to Properties or any part thereof. Tenant shall indemnify, save protect, defend and hold harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs each of the investigation Indemnified Parties from and settlement against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) arising out of (i) any claimact or occurrence or failure to act alleged to have occurred in, on, around or about the Properties, (ii) any failure to maintain, keep or repair the Properties, (iii) any condition alleged to have existed on or have occurred on the Properties or (iv) any default by Tenant in the performance of its obligations under this Lease or any default by Lease Guarantor in the performance of its obligations under the Lease Guaranty. It is expressly understood and agreed that Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever for a period of two (2) years; provided, that the foregoing two-year limitation of survival shall not apply to Tenant’s obligation to indemnify the Indemnified Parties for Losses arising from claims by third parties, including reasonable attorney's fees) or judgment Governmental Authorities. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect all Losses to the Projectextent such Losses arise out of the gross negligence or willful misconduct of Landlord or other Indemnified Party. If any such claim is asserted, any indemnified party hereunder will give prompt notice The term “gross negligence” or “willful misconduct” as used in this Section 10.01 shall not include negligence imputed as a matter of law to the Owner and will cooperate Landlord or other Indemnified Party solely by reason of Landlord’s interest in the investigation and defense Properties or Landlord’s failure to act in respect of any such claim. The Owner will assume matters which are or were the defense obligation of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseTenant under this Lease. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to making the ProjectCarryover Allocation, the Authority is relying or will rely NIFA has relied upon information and representations given by or on behalf of the Owner and that NIFA has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce NIFA to make the Authority to issue IRS Form 8609(s)Carryover Allocation, the Owner agrees as follows: (a) The Owner hereby agrees to release and forever discharge the AuthorityNIFA, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which the Owner has or may hereafter have against the AuthorityNIFA or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, NIFA’s making of the issuance of a Form 8609 with respect to the Project by the AuthorityCarryover Allocation. (b) The Owner hereby agrees to indemnify, save harmless and defend the AuthorityNIFA, and its members members, officers, agents, employees, successors and assigns assigns, from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's attorneys’ fees) or judgment against the Authority NIFA arising or resulting from, or on account of or pertaining to, whether directly or indirectly, NIFA’s making of the Authority's issuance of a Form 8609 with respect to the ProjectCarryover Allocation. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority NIFA or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority NIFA and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, expense or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority NIFA and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority NIFA and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the Projectfull extent permitted by law, except to the Authority extent such damage or injury is relying the result of the gross negligence or will rely upon information and representations given willful misconduct of Lessor. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees Lessee shall be acting as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 Lessee’s agent with respect to the Project by Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any loss of or damage to the Authority. (b) The Owner hereby agrees to Properties or any part thereof. Lessee shall indemnify, save protect, defend and hold harmless each of the Indemnified Parties from and defend against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Authoritygross negligence or willful misconduct of such Indemnified Party; provided, however, that the term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its members original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, agents, employees, successors agents or other Persons. It is expressly understood and assigns agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever for a period equal to the greater of three (3) years or the statute of limitations applicable to any claim arising hereunder. Lessor shall indemnify, protect, defend and hold Lessee harmless from any obligation, claim, loss, demand, cost, expense (including and against all Losses to the costs extent such Losses arise out of the investigation and settlement gross negligence or willful misconduct of any claim, and including reasonable attorney's fees) Lessor or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseIndemnified Parties. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatSeller and Buyer hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), from any liability, damage, loss, cost or expense incurred by Seller or Buyer to the extent resulting from (i) any action taken or not taken in issuing IRS Form 8609(s) good faith upon advice of Escrow Agent’s counsel given with respect to any questions relating to its obligations under this Agreement, or (ii) any action taken or not taken in reliance upon any document, including any written notice provided to Escrow Agent pursuant to this Agreement, as to the Projectdue execution and the validity and effectiveness of such document, and the Authority is relying truth and accuracy of any information contained therein, which such Escrow Agent Party in good faith believes to be genuine, to have been signed or will rely upon information presented by a duly authorized person or persons and representations given by or on behalf to comply with the terms of the Owner Purchase Agreement and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordinglythis Agreement, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect except to the Project extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by the Authority. (b) The Owner hereby agrees to indemnifysuch Escrow Agent Party. Seller and Buyer, save jointly and severally, shall indemnify and hold harmless and defend the Authorityany Escrow Agent Party against any liability, and its members officers, agents, employees, successors and assigns from any obligation, claimdamage, loss, demandcost or expense, costincluding, expense (including the costs of the investigation without limitation, reasonable attorneys’ fees and settlement of any claimcourt costs, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect incurred by such Escrow Agent Party to the Project. If extent resulting from the performance by any such claim is assertedEscrow Agent Party of Escrow Agent’s obligations under this Agreement, any indemnified party hereunder will give prompt notice except to the Owner and will cooperate in extent resulting from the investigation and defense gross negligence, willful default, intentional misconduct or breach of any trust by such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseEscrow Agent Party. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) In the event you have a dispute with respect to the Project, the Authority is relying one or will rely upon information and representations given by or on behalf more users of the Owner and has made site (including, but not limited to, any dispute regarding any transaction or will make no independent investigation and does not and will not have independent knowledge of user generated content) or any third party website that may be linked to or otherwise interact with the basis for such information and representations. Accordinglysite, to induce the Authority to issue IRS Form 8609(s)including, the Owner agrees as follows: (a) The Owner agrees without limitation, any social media site, you hereby agree to release and forever discharge the AuthorityTireco and its agents, its directors, shareholders, members, partners, managers, officers, employees, agentsinformation providers, officerssuppliers, distributors, vendors, contractors, licensors, attorneys, affiliates, successors and assigns of and (collectively, “Released Parties”) from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or your use of the site, to the fullest extent provided by law. You further agree to indemnify, defend, and hold harmless, to the fullest extent provided by law, Released Parties from and against all claims, demands, causes of actionsliabilities, judgments losses, expenses, damages, and executions which Owner has or may hereafter have against the Authoritycosts, whether in law or in equityincluding reasonable attorneys’ fees, arising or resulting from, arising out of, or in connection with your use, unlawful use or other misuse, or inability to use the site, your breach of this Agreement, or otherwise relating to the business we conduct on the site (including, without limitation, any potential or actual communication, transaction, or dispute between you and any other third party), any action taken by Released Parties as a consequence of investigations by either Released Parties or law enforcement authorities, any content posted by you or on account your behalf to the site, any use of any service provided by a third party provider, or pertaining to, whether directly or indirectly, the issuance any use of a Form 8609 service offered by us that interacts with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnifya third party website, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from including any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Projectsocial media site. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will You shall cooperate as fully as reasonably required in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by engaging counsel approved by the indemnified party (which approval you, and you shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensesettle any matter without our written consent. This Section survives termination of this Agreement. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect You agree to the Project, the Authority is relying or will rely upon information indemnify and representations given by or on behalf of the Owner hold harmless EnergyGigs and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its membersofficers, employees, agentsrepresentatives, officers, successors and assigns of and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (1) Your use of the Services; (2) Your performance of any work related to a Gig or Job; (3) Your acts or omissions related to the Gig or Job; (4) conditions or activities on Your property or property over which You exercise control; (5) any content posted on Your profile, Your Gig posting, Job Ad, or content You share elsewhere on the EnergyGigs platform; and (6) Your violation of this Agreement. If You have a dispute with one or more Users, You release EnergyGigs from claims, demands, causes and damages (actual and consequential) of actionsevery kind and nature, judgments known and executions unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which Owner has states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree that in the event of any dispute between You and EnergyGigs, You will first contact Us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement. Any dispute, claim or controversy arising out of or relating to this Agreement or the Services or the breach, termination, enforcement, interpretation or validity of the Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Harris County, Texas before one arbitrator. The arbitration shall be administered by JAMS and shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules, which provide for Expedited Procedures. Judgment on the Award may hereafter have against be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. You and EnergyGigs acknowledge and agree that the Authorityparties are each waiving the right to a trial by jury as to all arbitrable disputes. The parties shall maintain the confidential nature of the arbitration proceeding and the award, whether including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or in equityjudicial decision. LIMITATION OF LIABILITY. IN NO EVENT WILL ENERGYGIGS BE LIABLE FOR ANY SPECIAL, arising CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF ENERGYGIGS TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID TO YOU BY ENERGYGIGS OR REMITTED TO YOU BY ENERGYGIGS DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ENERGYGIGS IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. This Agreement and any access to or resulting from, or on account use of or pertaining to, whether directly or indirectly, the issuance Services are governed by the federal laws of a Form 8609 with the United States of America and the laws of the State of Texas without respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs conflict of the investigation and settlement of laws principles. In no event will any claim, and or any other action or proceeding including reasonable attorney's feesarbitration be instituted more than one (1) or judgment against year after the Authority arising or resulting from, or on account cause of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Projectaction accrued. If any arbitration is not commenced in this time period, such claim cause of action is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensepermanently barred. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) Neither Landlord nor City shall not be liable to Tenant and Tenant hereby waives all claims and causes of action against Landlord and City for any injury to or death of any person or damage to or destruction of property in or about the Premises, or any civil rights violations by or from any cause whatsoever, except to the extent resulting from the willful misconduct or sole negligence of Landlord or City (in which case this waiver shall not apply only as to Landlord or City). (b) Tenant acknowledges and understands that it is entering into this lease following acquisition of the premises by the Vacaville Redevelopment Agency. The Owner Vacaville Redevelopment Agency acquired the property with the intent of marketing the property and re-selling it. Tenant acknowledges and agrees and to release the extent allowed by law, hereby waives and forever discharge releases Landlord and City from any and all claims for relocation benefits should (i) this lease be terminated early in the AuthorityEvent of Default; (ii) phase 1 of the Premises as set forth in the Conditions of Approval be unavailable for the 2001 Faire event as a result of anticipated development (in this case, its membersthe Faire event may still be conducted on the remainder of the Premises, employeeshowever, agentsphase 1 of the Premises shall not be subject to this lease or available for the Faire event or any associated activities or uses); or (iii) the lease not be renewed by Landlord as a result of marketing, officersdevelopment or sale of the property or for any other reason. (c) Tenant shall indemnify, successors protect and assigns of hold Landlord and City harmless from and defend (by counsel reasonably acceptable to the indemnified party) Landlord and City against any and all claims, demands, causes of actionsaction, judgments liability, damage, loss or expense (including reasonable attorneys' fees and executions which Owner has costs and court costs), statutory or may hereafter have against otherwise arising out of or incurred in connection with (i) the Authority, whether in law or in equity, arising or resulting fromuse and occupancy of the Premises by Tenant, or on account any person claiming through Tenant or the presence of Visitors at the Premises, (ii) any activity, work or pertaining tothing done or permitted or suffered by Tenant in or about the Premises, whether directly (iii) any acts, omissions or indirectlynegligence of Tenant, any person claiming through Tenant, or the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officerscontractors, agents, employees, successors and assigns invitees, or visitors of Tenant or any such person ("TENANT PARTY" or "TENANT PARTIES"), (iv) any breach, violation or nonperformance by any Tenant Party of any provision of this Lease or of any law, ordinance, rule or other governmental regulation of any kind, (v) except to the extent resulting from the willful misconduct or sole negligence of an Indemnified Party (in which case this indemnity shall not apply only as to such Indemnified Party), any obligationinjury to or damage to the person, claimproperty or business of any Tenant Party, loss, demand, cost, expense or (including the costs vi) any claim by Tenant or any of its affiliates or any other third party for relocation benefits. (d) The foregoing indemnity obligations of the parties shall include reasonable consultant and expert witness fees, attorneys' fees, investigation costs and settlement all other reasonable costs and expenses incurred by reason of any claim, and including reasonable attorney's fees) of the foregoing. The provisions of this Paragraph 12 shall survive the expiration or judgment against the Authority arising or resulting from, or on account earlier termination of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 this Lease with respect to the Project. If any damage, injury or death occurring prior to such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseexpiration or termination. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatBorrower hereby releases the Issuer and its officers and employees from, in issuing IRS Form 8609(s) with respect and covenants and agrees to indemnify, hold harmless and defend the ProjectIssuer, the Authority is relying Trustee, and their respective officers, members, directors, officials, agents and employees and each of them (each an "indemnified party") from and against (a) any and all claims, joint or will rely upon information and representations given several, by or on behalf of any person arising from any cause whatsoever in connection with transactions contemplated hereby or otherwise in connection with the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s)Project, the Owner agrees as follows: Bonds or the execution or amendment of any document relating thereto; (ab) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has joint or may hereafter have against the Authority, whether in law or in equityseveral, arising from any cause whatsoever in connection with the financing of the Project or resulting fromthe making of the loan; (c) any and all claims, joint or several, arising from any act or omission of the Borrower or any of its agents, servants, employees or licensees, in connection with the such loan or the Project; (d) all reasonable costs, counsel fees, expenses or liabilities incurred in connection with any such claim, or on account proceeding brought thereon; (e) any and all claims arising in connection with the issuance and sale, resale or marketing of any Bonds or any certifications or representations made by any person other than the Issuer or the Party seeking indemnification in connection therewith and the carrying out by the Borrower of any of the transactions contemplated by the Bond Documents; (f) any and all claims arising in connection with the operation of the Project, or the conditions thereof, environmental or otherwise, occupancy, use, possession, conduct or management or work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; and (g) any and all losses, claims, damages, liabilities or expenses, joint or several, arising out of or pertaining toconnected with the Trustee's acceptance or administration of the trusts created by the Indenture and the exercise of its powers or duties thereunder or under the other Bond Documents or any other agreements in connection therewith to which it is a party; except (i) in the case of the foregoing indemnification of the Trustee or any of its officers, whether directly members, directors, officials and employees, to the extent such damages are caused by the negligence or indirectlywillful misconduct of such person, or (ii) in the issuance case of a Form 8609 the foregoing indemnification of the Issuer or any of its officers, members, directors, officials and employees, to the extent such damages are caused by the willful misconduct of such person. In the event that any action or proceeding is brought against any indemnified party with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectlywhich indemnify may be sought hereunder, the Authority's issuance of a Form 8609 with respect to Borrower, upon written notice from the Project. If any such claim is assertedindemnified party, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in shall assume the investigation and defense thereof, including the employment of any such claim. The Owner will assume counsel selected by the defense Borrower, subject to the approval of any such asserted claim by engaging counsel approved by the indemnified party (which approval in such party's sole discretion, and shall not be unreasonably withheld)assume the payment of all expenses related thereto, it being understood with full power to litigate, compromise or settle the same in its sole discretion; PROVIDED that the Issuer and the Trustee shall have the right to review and approve or disapprove any such compromise or settlement. Each indemnified party shall have the right to employ its own separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such proceedings at its own cost and expense. (c) If separate counsel; PROVIDED, HOWEVER, that unless such separate counsel is employed with the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any approval of the other persons intended Borrower, which approval shall not be unreasonably withheld, the Borrower shall not be required to pay the fees and expenses of such separate counsel. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of this Loan Agreement and the Mortgage, the Borrower shall remain obligated to indemnify each indemnified party pursuant to this Section if such subsequent owner fails to indemnify any party entitled to be indemnified thereby or insufficient hereunder, unless such indemnified party has consented to hold it or any of them harmless, then such transfer and to the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault assignment of the Owner, on the one hand, rights and obligations of the Authority and such other persons, on the other handBorrower hereunder.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s(a) with respect to In consideration of the Projectabove, the Authority is relying or will rely upon information and representations given by or sufficiency of which the Director hereby acknowledges, the Director, as of the Resignation Date, on behalf of the Owner Director and has made or will make no independent investigation the Director’s heirs, executors and does not and will not have independent knowledge of the basis for such information and representations. Accordinglyassigns, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityCompany and each of the Company’s shareholders, its membersparents, affiliates, subsidiaries, divisions, any and all current and former directors, officers, employees, agents, officersand contractors and their heirs and assigns, successors and assigns of and from any and all employee pension benefit or welfare benefit plans of the Company, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans (the “Released Parties”), from all claims, charges, or demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Agreement, including, without limitation, any claims the Director may have arising from or resulting relating to the Director’s service as a director of the Company. The release provided for herein includes a release by the Director of any claims in any way related to the Director’s service as a director with, or resignation from, the Company. The Director understands that this is a general waiver and release of all claims, known or unknown, that the Director may have against the Released Parties based on account any act, omission, matter, cause or thing that occurred through the date the Director signs this Agreement. This release does not release the Company from any obligations due to the Director under this Agreement, or from any rights, claims or coverages to which Director may be entitled in respect of or pertaining tounder any former, whether directly current or indirectly, future insurance policies of the issuance of a Form 8609 with respect to the Project by the AuthorityCompany and its affiliates. (b) The Owner In consideration of the above, the sufficiency of which the Company hereby agrees to indemnifyacknowledges, save harmless and defend as of the AuthorityResignation Date, the Company and its members officers, agents, employees, successors and assigns agrees to release and forever discharge the Director and the Director’s heirs, executors and assigns, from any obligationall claims, claimcharges, lossor demands, demandin law or in equity, costwhether known or unknown, expense (including which may have existed or which may now exist from the costs beginning of their period of service as a director of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect Company to the Project. If any such claim is assertedResignation Date, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense except for breaches regarding disclosure of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld)confidential information or for conduct involving theft, it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensefraud or embezzlement. (c) If It is a condition hereof, and it is the indemnification provided Parties’ intention in subsection the execution of the general release in this Section 5, that the same shall be effective as a bar to each and every claim hereinabove specified. (bd) isFrom and after the Resignation Date, for the Company shall indemnify and hold harmless the Director against any reasoncosts or expenses (including reasonable attorney’s fees), either unavailable judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, arising out of matters existing or occurring at or prior to the Authority Resignation Date, whether asserted or any claimed prior to, at or after the Resignation Date, arising in whole or in part out of or pertaining to the fact that he was a director of the other persons intended Company to the fullest extent which such Director would be indemnified thereby or insufficient to hold it or any entitled under the Amended and Restated Articles of them harmless, then Incorporation and Bylaws of the Owner hereby agrees to contribute to all amounts paid or payable by the Authority Company and such other persons Colorado law as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, in effect on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handdate hereof.

Release and Indemnification. The Owner acknowledges thatPledgor releases and will defend and indemnify the Pledgee and any of its affiliates, directors, officers, members, managers, employees, agents, trustees, representatives, attorneys, attorney-in-fact, accountants or other advisors (collectively, the “Indemnitees”) from and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of: (i) any reasonable action that the Pledgee takes to perfect or continue the Pledgee’s security interest in issuing IRS Form 8609(sthe Collateral; (ii) with respect the exercise of any remedy available to the ProjectPledgee under the Securities Transfer Agreement or this Agreement (except for any fraud or willful and intentional malfeasance on the part of such Indemnitee) and whether such action is brought by the Pledgor, the Authority is relying Pledgee or will rely upon information and representations given any other party; or (iii) any investigative, administrative or judicial proceeding, whether or not the Pledgee shall be designated a party thereto (but not including any such proceeding initiated by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 Pledgor with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs breaches of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheldPledgees obligations hereunder), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in which may be imposed on, incurred by or asserted against such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons Indemnitee as a result of or in connection with this Agreement the Securities Transfer Agreement or the transactions contemplated thereby (except for any such obligation, claim, loss, demand, cost, expense, fraud or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, willful and intentional malfeasance on the one hand, and by the Authority and part of such other persons, on the other hand, and the relative degrees Indemnitee). This Section 7(a) shall survive termination of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handthis Agreement.

Release and Indemnification. The Owner acknowledges thatCompany and each Subsidiary --------------------------- Guarantor releases Bank (and each director, officer, employee and agent of Bank) from, and will jointly and severally indemnify and hold Bank (and each director, officer, employee and agent of Bank) harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever, whether now existing or hereafter arising, and regardless by whom asserted or imposed, which arise out of, result from, or are otherwise connected with the transactions contemplated by this Agreement, the other Loan Documents, and any of the rights or remedies of Bank hereunder or thereunder unless and only to the extent that it shall be finally judicially determined that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements resulted primarily from the negligence or willful misconduct of the Bank. Company and each Subsidiary Guarantor will jointly or severally pay or reimburse all legal or other expenses reasonably incurred by Bank (and each director, officer, employee and agent of Bank) in issuing IRS Form 8609(sconnection with the investigation or defense of any action or proceeding (whether or not resulting in liability) with respect to any such liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements in respect of which indemnity may be sought pursuant to this subsection. The covenants of Company and Subsidiary Guarantors contained in this subsection shall survive the Project, execution of this Agreement and the Authority is relying or will rely upon information other Loan Documents and representations given by or on behalf the repayment of the Owner Indebtedness hereunder and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authoritythereunder. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatA. Partner shall indemnify, in issuing IRS Form 8609(s) with respect to defend and hold harmless the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityMTA, its membersaffiliated agencies, employeessubsidiaries, agentsdirectors, officers, successors and assigns employees, the State of Connecticut and the Connecticut Department of Transportation, if applicable (collectively, the “Indemnified Parties”) from and against any and all claims, demandsliabilities, causes of actionsdamages, judgments losses, costs and executions which Owner has or may hereafter have against the Authorityexpenses, whether in law or in equityincluding reasonable attorneys’ fees and witness fees (collectively, “Claims”) arising or resulting fromout of, or on account of connected with, any alleged act or pertaining toomission by Partner, whether directly or indirectlyits directors, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors agents and assigns from contractors or any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement alleged breach of any claimof Partner’s representations, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromwarranties, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Projectobligations under this Agreement. If so requested by the MTA, Partner shall defend any such claim is assertedin the name of the MTA but at Partner’s expense. At its option, the MTA may participate in such defense at its own expense and approve any offers or agreements regarding terms of settlement. B. MTA shall indemnify, defend and hold harmless the Partner, its affiliated agencies, subsidiaries, directors, officers, and employees, if applicable (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims”) arising out of, or connected with, any indemnified party hereunder will give prompt notice to alleged act or omission by the Owner MTA, its directors, officers, employees, agents and will cooperate contractors or any alleged breach of any of the MTA’s representations, warranties, or obligations under this Agreement. If so requested by the Partner, MTA shall defend any such claim in the investigation name of the Partner but at MTA’s expense. At its option, the Partner may participate in such defense at its own expense and defense approve any offers or agreements regarding terms of any such claim. settlement. C. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval MTA shall not be unreasonably withheld), it being understood that the indemnified liable to Partner for unauthorized use by any third party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, Partner- provided artwork or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handphotographs.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees Landlord shall not be liable to release and forever discharge Tenant for any damage to or loss or theft of any property or for any bodily or personal injury, illness or death of any person in, on or about the Authority, its members, employees, agents, officers, successors and assigns of Premises arising during the Term and from any cause whatsoever except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Party. Except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Party, Tenant waives all claims against Landlord or any Landlord Party arising from any liability described in this subsection. (b) Tenant shall pay and indemnify and defend Landlord, Landlord’s Representatives and any Mortgagee against and hold Landlord, Landlord’s Representatives and any Mortgagee harmless from all claims, demands, causes of actionsliabilities, judgments damages, losses, costs and executions which Owner has or may hereafter have against the Authorityexpenses, whether in law or in equityincluding reasonable attorneys’ fees and disbursements, arising during the Term and arising from or resulting fromrelated to (i) any use or occupancy of the Premises, (ii) any condition of the Premises, (iii) any default in the performance of Tenant’s obligations hereunder, (iv) any damage to any property (including property of employees and invitees of Tenant) or any bodily or personal injury, illness or death of any person (including employees and invitees of Tenant) from any cause whatsoever, occurring in, on or. about the Premises or any part thereof or any part of the Improvements or the Land constituting a part of the Premises or occurring outside the Premises when such damage, bodily or personal injury, illness or death is caused by any act or omission of Tenant or Tenant’s Representatives, except, in the case of (i) through (iv) above, to the extent caused by (w) the gross negligence or willful misconduct of Landlord or any Landlord’s Party; or (x) the gross negligence or willful misconduct of any Mortgagee, or on account its agents, contractors, employees or invitees. This Section shall survive the termination of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 this Lease with respect to any event arising or occurring during the Project by the AuthorityTerm. (c) Should any event occur for which any Person is entitled to indemnification pursuant to subsection (b) The Owner hereby agrees above or other provisions of this Lease, such Person shall provide prompt written notice to indemnifyTenant describing the nature of such claim (provided, save harmless however, that the failure by such Person to so notify Tenant shall not limit or otherwise affect the obligations and defend liabilities of Tenant hereunder provided that such failure does not materially prejudice Tenant’s defense of the Authority, and its members officers, agents, employees, successors and assigns from claim for which indemnification is sought). Tenant may assume responsibility for any obligation, action to be taken to contest the claim, loss, demand, cost, expense (including provided that Tenant notifies the costs indemnified Person in writing of its intention to contest such claim within ten ( I 0) days after receipt of notice of the investigation claim. Tenant, at its sole expense, may control all proceedings relating to such contest, provided that no Material Event of Default is continuing and settlement of any that Tenant has acknowledged its obligation to provide indemnification hereunder relating to the applicable claim. The indemnified Person will cooperate with Tenant in contesting such claim, provided that Tenant indemnifies and including holds harmless the indemnified Person for all reasonable attorney's feescosts and expenses (including, without limitation, reasonable attorneys’ fees and expenses) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect relating to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any contesting such claim. The Owner will assume the defense of any such asserted claim Any counsel selected by engaging counsel approved by Tenant hereunder shall be reasonably acceptable to the indemnified party Person (which approval Landlord hereby agreeing on behalf of itself and each indemnified Person that counsel selected by Tenant’s insurer shall not be unreasonably withhelddeemed acceptable to such parties), it being understood that and the indemnified party Person, at its option, shall have the right to employ its own contest such claim at Tenant’s expense through separate counsel in the event any claims against or defenses of such Person are in conflict under the applicable standards of professional conduct with those of Tenant, and participate in Tenant shall be obligated to pay for all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) actually incurred relating to any such proceedings at its own cost and expenseseparate contest of such claim. (cd) If Nothing contained in this Lease will be deemed a release of, or require Tenant to indemnify, any Landlord Party with respect to matters arising in capacities not arising from Landlord’s status as “Landlord” hereunder (or, in the indemnification provided case of mortgagee, in subsection (b) isits capacity as mortgagee), for any reason, either unavailable including without limitation a Landlord Party’s status as manager under a management agreement relating to the Authority or any of the other persons intended to Premises (which shall be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable governed by the Authority and terms of such other persons management agreement) or as a result of any such obligationowner, claimmanager, losstenant, demand, cost, expenseservice provider to, or judgment. The amount to be contributed by subtenant of, the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handPremises or neighboring properties.

Release and Indemnification. The Owner acknowledges thatI (and anyone claiming on my behalf) release, in issuing IRS Form 8609(s) with respect discharge, and covenant not to the Project▇▇▇ CSA and its owners, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordinglydirectors, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its membersofficers affiliates, employees, agents, officersdesignees and lessors of any premises on which the Program or any activity related in any way thereto takes place (collectively, successors and assigns of and the “Released Parties”) from any and all liability, claims, demands, demands or causes of actionsaction of any nature and kind, judgments and executions known or unknown, which Owner has or I may hereafter have against the AuthorityReleased Parties arising out of or related to any injury, whether loss or damage to person or property that may be sustained as a result of my participation in law the Program. a. I understand that participation in the Program involves inherent risks, including risk of physical or psychological injury, pain, suffering, illness, disfigurement, temporary or permanent paralysis and/or death, and I assume all related risks and voluntarily participate in equitythe Program. b. I agree that if, arising or resulting fromdespite this release and waiver of liability, assumption of risk, and indemnity agreement, I, or anyone on account my behalf, makes a claim against any of the Released Parties, I WILL INDEMNIFY, SAVE AND HOLD HARMLESS each of the Released Parties from any litigation expenses, attorney fees, loss, liability, damage, or pertaining tocost which any may incur as a result of such claim, whether directly or indirectly, to the issuance of a Form 8609 fullest extent permitted by law. c. This release shall not be in any way construed as an admission by CSA that it has acted wrongfully with respect to the Project by the Authorityme or any other person, nor that it admits liability or responsibility at any time for any purpose, nor that I have any rights whatsoever against CSA. (b) The Owner hereby agrees to indemnifyd. I understand that once I complete the Program, save harmless I am solely responsible for staying current with applicable cargo securement laws and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner regulations and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority hold CSA or any of the other persons intended to Released Parties responsible for Program information or instruction that may be indemnified thereby superseded or insufficient to generally becomes outdated after my completion of the Program. e. I will not hold it CSA or any of them harmlessthe other Released Parties responsible for any Program instruction that results in injury, then the Owner hereby agrees to contribute to all amounts paid damage, death or payable by the Authority and such other persons as a result citations of any such obligationkind when applied to actual "real world" securement situations, claim, loss, demand, cost, expense, nor for any incorrect information or judgment. The amount to be contributed by instruction provided during my participation in the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handProgram.

Release and Indemnification. The Owner acknowledges thatUndersigned (a) unconditionally releases, forever discharges, and agrees not to ▇▇▇ the Released Parties for any claims or causes of action for any liability or loss of any nature, including personal injury, death, and property damage, arising out of or relating to Participant’s participation in issuing IRS Form 8609(s) with respect any Disabled Sports USA/ Adaptive Sports Connection events or activities or the Participant’s presence on or travel to the Projectpremises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Authority is relying Undersigned may or will rely upon information have against the Released Parties; and representations given by (b) agrees to indemnify, defend, and hold harmless the Released Parties from and against any liability or damage of any kind and from any suits, claims, or demands, including legal fees and expenses whether or not in litigation, arising out of, or related to, Participant’s participation in such events or activities or the Participant’s presence on or travel to the premises where such events or activities take place. Undersigned parent, or legal guardian, or legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, but that he/she is also signing on behalf of the Owner minor or legally incapacitated adult and has made that the minor or will make no independent investigation and does not and will not have independent knowledge the legally incapacitated adult shall be bound by all the terms of this Agreement. Additionally, by signing this Agreement as the parent, or legal guardian, or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the basis minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s)foregoing, the Owner agrees as follows: (a) The Owner agrees minor or legally incapacitated adult would not be permitted to release and forever discharge participate in the Authorityactivities. By signing below, its membersI hereby represent that I am the parent, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromlegal guardian, or on account of or pertaining to, whether directly or indirectly, the issuance legal representative of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromminor, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner legally incapacitated adult Participant and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall I have the right authority to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, sign on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handParticipant’s behalf.

Release and Indemnification. The Owner acknowledges thatSeller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) any action taken or not taken in issuing IRS Form 8609(s) good faith upon advice of Escrow Agent’s counsel given with respect to any questions relating to its obligations under this Agreement, or (ii) any action taken or not taken in reliance upon any document, including any written notice provided to Escrow Agent pursuant to this Agreement, as to the Projectdue execution and the validity and effectiveness of such document, and the Authority is relying truth and accuracy of any information contained therein, which such Escrow Agent Party in good faith believes to be genuine, to have been signed or will rely upon information presented by a duly authorized person or persons and representations given by or on behalf to comply with the terms of the Owner Purchase Agreement and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordinglythis Agreement, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect except to the Project extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by the Authority. (b) The Owner hereby agrees to indemnifysuch Escrow Agent Party. Seller and Purchaser, save jointly and severally, shall indemnify and hold harmless and defend the Authorityany Escrow Agent Party against any liability, and its members officers, agents, employees, successors and assigns from any obligation, claimdamage, loss, demandcost or expense, costincluding, expense (including the costs of the investigation without limitation, reasonable attorneys’ fees and settlement of any claimcourt costs, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect incurred by such Escrow Agent Party to the Project. If extent resulting from the performance by any such claim is assertedEscrow Agent Party of Escrow Agent’s obligations under this Agreement, any indemnified party hereunder will give prompt notice except to the Owner and will cooperate in extent resulting from the investigation and defense gross negligence, willful default, intentional misconduct or breach of any trust by such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseEscrow Agent Party. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Internal Revenue Service Form 8609(s) 8609 with respect to the Project, the Authority MFA is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority MFA to issue IRS the Form 8609(s)8609, the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityMFA, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the AuthorityMFA, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the AuthorityMFA. (b) The Owner hereby agrees to indemnify, save harmless and defend the AuthorityMFA, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority MFA arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the AuthorityMFA's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority MFA or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority MFA and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority MFA and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority MFA and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees I hereby agree to release and forever discharge the AuthorityACP and each of its employees, its members, employeesofficers, directors, shareholders, affiliates, agents, officersrepresentatives, successors successors, heirs, and assigns of (collectively the "Releasees") from and from against any and all responsibilities, liabilities, claims, demands, damages, costs, expenses, actions and causes of actionsaction, judgments and executions which Owner has or may hereafter have against the Authority, whether in law arising out of or in equityconnection with the use of the Materials(s) or my likeness, arising or resulting fromincluding, but not limited to, any and all Claims for invasions of privacy, defamation, or on account infringement of or pertaining tocopyright, whether directly or indirectly, including any and all liabilities incurred by ACP for reasonable attorneys’ fees and related costs and expenses (collectively the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner "Claims"); and I hereby agrees agree to indemnify, save harmless and defend the Authoritysave, and its members officers, agents, employees, successors hold harmless the Releasees from and assigns against any and all Claims of any kind resulting from or in any obligation, claim, loss, demand, cost, expense (including way related to the costs use of the investigation Materials(s) or my likeness, including, but not limited to, any Claims related to the use of my name or image. I represent and settlement of warrant that no other party has any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting frominterest, or on account of right in and to my likeness, or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheldMaterial(s), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of its contents. I hereby represent and warrant that I have the requisite legal authority necessary to enter into this Agreement and to grant the rights related to my name, image, recording or likeness provided related to the Materials hereunder to ACP. I hereby represent and warrant that any statement(s) made by me and displayed and/or recorded by ACP, is/are true and accurate, and that neither my statements nor my appearance violates or infringes upon any intellectual property rights, copyrights, trademarks, or any other persons intended proprietary or personal rights of any third party. Personally Identifiable information. I hereby represent and warrant that I will take any and all possible steps and measures to protect and not disclose any information, either alone or if combined with other information, that will allow third parties (i.e., viewers and/or listeners) to identify, distinguish, or trace any individual(s), when such information is provided on its own or combined with other information. If I am unable to protect the identity any individual(s) referenced during my recorded interview and/or presentation, I will refer to the individual(s) as “Mr. ▇” or “Ms. ▇,” or by a set of initials that cannot be indemnified thereby utilized to identify such individual. In the event that I neglect or insufficient otherwise fail to hold it protect the identity of any individual discussed during my recorded interview and/or presentation, I represent and warrant to ACP that if any of my interview and/or presentation contains any personally identifiable information that can be utilized to identify any third party, whether such information is provided in oral or written format, that prior to my presentation, I will obtain any and all necessary consents from any third parties allowing ACP to use and disclose such third party’s personally identifiable information during my interview and/or presentation and in the Material(s). I further represent and warrant that any such consent obtained by me from any third party shall be irrevocable and shall transfer and assign any and all rights, title, and interest in the Material(s) to ACP. Any consents required from third parties as described in the paragraphs above shall be in writing, signed by the third party and myself, and shall include the following provisions accepted by such third party that: (1) such third party agrees that his/her identity and/or personally identifiable information, whether written or oral, may be disclosed during my recorded presentation and/or interview; (2) such third party consents to the disclosure of their personally identifiable information in the dissemination of the Material(s); and (3) ACP has any and all right, title, and interest in and to the Material(s) and ACP shall be permitted to use or otherwise exploit, in whole or in part, with or without attribution to any third party, the Material(s) in any format whatsoever, including, but not limited to displaying such content on any of ACP’s website, in any of ACP’s journals, publications, or marketing materials, any other website or any other publication that hosts ACP’s journals, publications, or marketing materials or any of them harmlessits content, then the Owner hereby agrees print or digital, arising from my recorded presentation and/or interview. I acknowledge and agree that it is my obligation to contribute inform any and all third parties whose personally identifiable information will be provided during my recorded presentation and/or interview that no third party will be permitted to all amounts paid or payable by the Authority and such other persons as a result of any such obligationreview, claim, loss, demand, cost, expenseedit, or judgmentapprove any content that contains such third party’s personally identifiable information. The amount I attest that I will indefinitely retain and provide to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the OwnerACP, on the one handupon ACP’s request, any and by the Authority and all such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handexecuted informed consent forms.

Release and Indemnification. A. The Owner acknowledges thatCompany releases the Issuer and members of its Governing Body, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs or other elected or appointed officials of the investigation Issuer, past, present or future (collectively, hereinafter the “Indemnified Persons”) from, and settlement the Company will indemnify and hold the Indemnified Persons harmless from and against any and all claims, damages, demands, expenses, liabilities and losses of every kind, character and nature (the “Losses”) asserted by or on behalf of any person against the Indemnified Persons, including litigation expenses, attorneys fees or court costs in connection with (i) the execution and delivery of this Agreement and the Amended and Restated Indenture and the obligations imposed on the Issuer under this Agreement and the Amended and Restated Indenture, any actions taken by the Issuer in connection with the performance of this Agreement and the Issuer’s ownership or leasing of the Project Property; (ii) the offering, sale, delivery, or remarketing of the Original Bond and the Amended Bond, including but not limited to any liability that may arise under federal or New Mexico securities laws as a result of inaccurate information supplied by the Company in connection with the issuance of the Original Bond or the Amended Bond or any subsequent sale of the Amended Bond; (iii) the construction, equipping, operation, use, occupancy and maintenance of the Project by the Company and/or its affiliates and any written statements or representations made or given by the Company and/or an affiliate or any of their respective officers or employees to the Indemnified Persons, with respect to such construction, equipping, operation, use, occupancy or maintenance of the Project, including, but not limited to, statements or representations of facts and other information regarding the operational affairs and financial position of the Company; (iv) any loss or damage to property or any injury to or death of any natural person that may be occasioned by any cause whatsoever relating to the operation, installation, maintenance and use of the Project Property; and (v) any loss or damage incurred by the Issuer as a result of violation by the Company of the provisions of Section 3.02 hereof. The Company also covenants and agrees, at its expense, to indemnify the Indemnified Persons from and against, all costs, reasonable attorney’s fees, expenses and liabilities incurred involving any claim, and including reasonable attorney's fees) action or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense proceeding brought by reason of any such claim. The Owner If any such suit, action or proceeding is brought against the Issuer or any Indemnified Person, that suit, action or proceeding will be defended by legal counsel to the Company, reasonably acceptable to the Issuer and the Company will immediately assume the defense at its own cost. The Company will not be liable for any settlement of any such asserted claim by engaging counsel approved by the indemnified party proceeding made without its consent (which approval shall consent will not be unreasonably withheld)) but if settled with the consent of the Company or if there be a final, it being understood unappealable judgment for the plaintiff in any such action, the Company will indemnify and hold harmless the Indemnified Persons. B. The Company will also indemnify the Issuer or any Indemnified Person for all reasonable costs and expenses, including reasonable attorneys fees, incurred in: (i) enforcing any obligation of the Company under this Agreement or any related agreement, (ii) taking any action requested by the Company, (iii) taking any action required by this Agreement or any related agreement or (iv) taking any action considered necessary by the Issuer and which is authorized by this Agreement or any related agreement. C. The Company will not be obligated to indemnify the Issuer or any other Indemnified Person(s) under subsections A and B of this Section 6.02, to the extent any Losses are caused or occasioned by the gross negligence or willful misconduct of the Issuer or any other Indemnified Person(s) or if a court of competent jurisdiction finds that the indemnified party shall have Losses in question were caused by the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority willful misconduct or any negligence of the other persons intended to be indemnified thereby Issuer or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handinvolved Indemnified Person(s).

Release and Indemnification. The Owner acknowledges thatEach of the Company and each of the Subsidiaries, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information individually and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordinglyits respective directors, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its membersofficers, employees, agents, officersprincipals, predecessors, successors and assigns of (the "Releasing Parties"), hereby unconditionally and irrevocably compromises, settles and fully releases and forever discharges Amegy and its present and former officers, servants, employees, attorneys, agents, principals, directors, shareholders, subsidiaries, predecessors, successors and assigns (the "Released Parties") from and indemnifies the Released Parties against any and all costs, expenses (including, but not limited to, any fees and expenses incurred in any bankruptcy proceeding), claims, demands, damages, actions, causes of actionsaction, judgments and executions which Owner has liability or may hereafter have against the Authority, whether in suits at law or in equity, of whatever kind or nature, including but not limited to fraudulent inducement claims, whether arising under state or resulting fromfederal law, rule or regulation, which any of them now has, in the past had, or on account of or pertaining to, whether directly or indirectly, in the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment future may have against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority Released Parties or any of the other persons intended to be indemnified thereby them, whether known or insufficient to hold it unknown, asserted or unasserted, that directly or indirectly in any of them harmlessway relate to, then the Owner hereby agrees to contribute to all amounts paid are based upon, or payable by the Authority and such other persons as a result arise out of any such circumstance, event, matter, occurrence, course of dealing, transaction, fact, act, omission, obligation, claimduty, lossresponsibility, demandwarranty, coststatement or representation whatsoever related in any way to the Amegy Debt, expensethe Amegy Debt Documents, the Amegy Letters of Credit and any other documents or judgment. The amount instruments executed in connection with the Amegy Debt or in evidence of any indebtedness between the Company or the Subsidiaries and Amegy (all of which claims are referred to be contributed by collectively as the Owner shall be "Released Claims"), INCLUDING, WITH RESPECT TO ALL OF THE ABOVE, RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault obligations of the OwnerReleasing Parties under this Section 7 shall not apply to the extent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party hereby covenants and agrees not to in any manner whatsoever (i) ▇▇▇ any Released Party in any court or tribunal or bring any action, on lawsuit or cause of action (whether by way of direct action, counterclaim, crossclaim or interpleader) against any Released Party in any manner whatsoever based upon any matter directly or indirectly related to any Released Claim or (ii) challenge the one handvalidity of or attempt to avoid any transfer made or described hereunder. Each Releasing Party hereby agrees, unconditionally and irrevocably, to defend, indemnify and hold harmless each of the Authority Released Parties from all Released Claims (collectively, the "Indemnified Claims"), INCLUDING RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the obligations of the Releasing Parties under this Section 7 shall not apply to the extent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party will indemnify, defend and such other personshold harmless the Released Parties from the Indemnified Claims by all appropriate proceedings to a final conclusion or settlement, on at the other handdiscretion of the Released Parties.

Release and Indemnification. The Owner Borrower and each of the Guarantors hereby acknowledges thatand confirms that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in issuing IRS Form 8609(s) with respect any case based upon acts or omissions of the Administrative Agent or any of the Banks occurring prior to the Projectdate hereof or facts otherwise known to it as of the date hereof, the Authority is relying effectiveness, genuiness, validity, collectibility or will rely upon information and representations given by or on behalf enforceability of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority Credit Agreement or any of the other persons intended to be indemnified thereby Loan Documents, the obligations of the Borrower or insufficient to hold it any Guarantor under the Loan Documents, the Liens securing such obligations, or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid terms or payable by the Authority and such other persons as a result conditions of any Loan Document (it being understood that such obligationacknowledgement and confirmation does not preclude the Borrower or the Guarantors from challenging the Administrative Agent's or any Bank's interpretation of any term or provision of the Credit Agreement or other Loan Document) and (ii) it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless the Banks, the Administrative Agent and their respective affiliates, stockholders, directors, officers, employees, attorneys, agents and representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the "Indemnified Parties") from and against, and agrees not to allege or pursue) any action, cause of action, suit, debt, claim, losscounterclaim, cross-claim, demand, costdefense, expenseoffset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (which it, all those claiming by, through or under it, or judgment. The amount its successors or assigns, have or may have) against the Indemnified Parties, or any of them, by reason of, any matter, cause or thing whatsoever, with respect to be contributed by events or omissions occurring or arising on or prior to the Owner shall be date hereof and relating to the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on Credit Agreement or any of the other handLoan Documents (including, and without limitation, with respect to the relative degrees of fault payment, performance, validity or enforceability of the Owner, on the one hand, and obligations of the Authority and Borrower or any Guarantor under the Loan Documents, the Liens securing such other personsobligations or any or all of the terms or conditions of any Loan Document) or any transaction relating thereto; provided, on however, that neither the other handBorrower nor any Guarantor hereby releases or holds harmless any Indemnified Party for actions or omissions by any such Indemnified Party constituting, or losses or expenses directly resulting from, the gross negligence or willful misconduct of such Indemnified Party.

Release and Indemnification. The Owner acknowledges thatCompany shall at all times protect, indemnify and hold the Issuer, the members of the Governing Body, and the attorneys, agents and employees of the Issuer and the Trustee and its officers, attorneys, agents and employees harmless against any and all liability, losses, damages, costs, expenses, taxes, causes of action, suits, claims, demands and judgments of any nature arising from or in issuing IRS Form 8609(s) connection with respect to the Project or the financing of the Project, including, without limitation, all claims or liability resulting from, arising out of or in connection with the Authority is relying acceptance or will rely upon information and representations given by or on behalf administration of the Owner Bond Documents or the trusts thereunder or the performance of duties under the Bond Documents or any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project or the use thereof, including without limitation any lease thereof or assignment of its interest in this Agreement, such indemnification to include the reasonable costs and has made expenses of defending itself or will make no independent investigation investigating any claim of liability and does not other reasonable expenses and will not have independent knowledge of attorneys' fees incurred by the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityIssuer, its directors, members, employees, agents, officers, successors attorneys, agents and assigns employees and the Trustee and its officers, attorneys, agents and employees in connection therewith, provided that the benefits of this Section 8.7 shall not inure to any person other than the Issuer, its directors, members, officers, attorneys, agents and from any employees and all the Trustee and its officers, attorneys, agents and employees, and provided further that such loss, damage, death, injury, claims, demandsdemands or causes shall not have resulted from the gross negligence or willful misconduct of, the Issuer or such directors, member, officer, attorneys, agent or employee or the Trustee or its officers, attorneys, agents or employees. The obligations of the Company under this Section shall survive the termination of this Agreement and the Indenture. Notwithstanding any other provision of this Agreement or the Indenture to the contrary, the Company agrees (i) not to assert any claim or institute any action or suit against the Trustee or its employees arising from or in connection with any investment of funds made by the Trustee in good faith as directed by a Company Representative, and (ii) to indemnify and hold the Trustee and its employees harmless against any liability, losses, damages, costs, expenses, causes of actionsaction, judgments suits, claims, demands and executions which Owner has or may hereafter have against the Authority, whether in law judgment of any nature arising from or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 connection with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseinvestment. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, indemnifications and covenants contained in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying this Section shall survive termination or will rely upon information and representations given by or on behalf expiration of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows:this Agreement. (a) The Owner agrees Notwithstanding any other provision of this Agreement to release the contrary, the City and forever discharge the Authority, its District and their governing body members, employeesofficials, officers, agents, officersservants, successors employees and assigns independent contractors shall not be liable to the Developer for damages or otherwise if all or any part of and from the CID Act or any and all claimsresolution or ordinance adopted in connection, demandsthe creation of the District, causes of actionsthe District Assessment, judgments and executions which Owner has the District Project or may hereafter have against the Authoritythis Agreement, whether is declared invalid or unconstitutional in law whole or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project part by the Authorityfinal (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, and by reason thereof either the City or the District is prevented from performing any of the covenants and agreements herein or the Developer is prevented from enjoying the rights and privileges hereof. (b) The Owner Developer hereby releases from and covenants and agrees to indemnifythat the City, save harmless and defend the AuthorityDistrict, and its members their governing body members, officials, officers, agents, employees, successors agents and assigns from independent contractors shall not be liable for any obligationsuits, claimclaims, loss, demand, cost, expense (including the costs of the investigation defense, damages, injuries, liabilities, costs and/or expenses, including court costs and settlement of any claimattorneys’ fees and expenses, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, arising out of, or on account in any way connected with: (1) the creation of the District, (2) the imposition the District Assessment, (3) the construction of the District Project, (4) the negligence or pertaining towillful misconduct of the Developer, whether directly its employees, agents or indirectlyindependent contractors in connection with the design management, development, redevelopment and construction of the Authority's issuance of a Form 8609 District Project, and (5) the Developer’s failure to comply with respect any applicable state, federal or local laws, regulations and ordinances as applicable to the Project. If any property within the boundaries of the District; except that the foregoing release shall not apply in the case of such claim is assertedliability arising directly out of the gross negligence or willful misconduct of the City or the District or their respective authorized governing body members, any indemnified party hereunder will give prompt notice officials, officers, employees, agents and independent contractors or which arises out of matters undertaken by the City or the District following termination of this Agreement as to the Owner and will cooperate in the investigation and defense of District Project or any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseportion thereof. (c) If All covenants, stipulations, promises, agreements and obligations of the indemnification provided City or the District contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City or the District and not of any of their respective governing body members, officials, officers, agents, servants or employees in subsection their individual capacities. (bd) isNo official, employee or representative of the City or the District shall be personally liable to the Developer (1) in the event of an Event of a Default or breach by any Party under this Agreement, or (2) for any reasonamount or any District Obligations which may become due to any Party under the terms of this Agreement. (e) Notwithstanding the foregoing, either unavailable the Parties hereby agree that neither the City n or th e Di s t r i c t is obligated to defend any action, suit or claim resulting from, arising out of, or in any way connected with: (1) the creation of the District, (2) the imposition of the District Assessment, (3) the construction of the District Project, (4) the conduct of the Developer, its respective employees, agents or independent contractors in connection with the design management, development, redevelopment and construction of the District Project, (5) the issuance of the District Obligations, (6) the Developer's failure to comply with any applicable State, federal or local laws, regulations and ordinances as applicable to the Authority or any property within the boundaries of the other persons intended District; provided, however, that the Developer may defend such actions, suits or claims on behalf of the City or the District to the extent necessary to preserve the rights and obligations contemplated by this Agreement; provided further that, if the Developer chooses to defend such actions, suits or claims on behalf of the City or the District and ethical rules of conduct prohibit such dual representation, the City or the District will be indemnified thereby or insufficient entitled to hold it or any of them harmless, then select a separate attorney for such action and the Owner hereby Developer agrees to contribute to pay all amounts paid or payable by the Authority costs and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, expenses including court costs and by the Authority attorneys’ fees and such other persons, on the other hand, and the relative degrees of fault expenses of the OwnerCity or the District, on the one hand, and of the Authority and such other persons, on the other handas applicable.

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

Release and Indemnification. The Owner acknowledges thatApplicant, in issuing IRS Form 8609(s) with respect to its agents, representatives, invitees and employees hereby release and discharge the Project, the Authority is relying or will rely upon information and representations given by or on behalf City of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(sHobart (“City”), the Owner agrees as follows: (a) The Owner agrees to release RDC, the HHPC, and forever discharge the Authority, its membersofficials, employees, agentsconsultants, officersand representatives thereof from any liability whatsoever arising from the grant or denial of approval of the Applicant’s façade proposal, successors the performance of any work undertaken pursuant to any approved grant to the applicant, any liability for negligent design, the payment or non-payment of contractors, sub-contractors, materialmen and assigns suppliers, any claim under any prevailing wage laws, and any other liability which may arise by reason of or related to the Program. The Applicant also agrees to indemnify and hold harmless the City, the RDC, the HHPC, and the officials, employees, consultants, and representatives thereof from any and all claimsliability on any claim, demandsaction or cause of action whatsoever, causes of actionsfor any property damage, judgments and executions which Owner has personal injury, or may hereafter have against the Authorityother liability, whether sounding in law contract or tort, arising from or in equityany way related to the grant or denial of approval of the Applicant’s façade proposal, arising the performance of any work undertaken pursuant to any approved grant to the applicant, any liability for negligent design, the payment or resulting fromnon-payment of contractors, or on account sub-contractors, materialmen and suppliers, any claim under any prevailing wage laws and any other liability which may arise by reason of or pertaining to, whether directly or indirectlyrelated to the Program. The Applicant’s duty of indemnification shall extend to and include reimbursement of the attorney fees and expenses of litigation of the City, the issuance of a Form 8609 with respect to RDC, the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the AuthorityHHPC, and its members officers, agentsthe officials, employees, successors consultants, and assigns from representatives thereof who shall have the sole right to select and direct counsel and approve any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claimclaimed property damage, and including reasonable attorney's fees) or judgment against the Authority arising or resulting frompersonal injury, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseother liability. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. a. Neither CSC, nor its officers, directors, agents or members, or the Town of Cohasset, shall be liable to User or User’s guests, agents, employees artists, and the like, for any death, injury, damage or other loss suffered by any of them relating to this Agreement or the transactions contemplated hereby, or arising out of the Event, including without limitation in connection with or as a result of User’s or User’s guests agents, employees or artists; use of Founders’ Hall, the Rental Premises or the surrounding areas, except that CSC shall be liable for its own gross negligence or willful misconduct. The Owner acknowledges that, in issuing IRS Form 8609(s) provisions of this subsection shall survive the termination of this Agreement with respect to any damage injury or loss occurring prior to the Projecttermination of this Agreement. b. User herby agrees to indemnify and hold harmless CSC, its officers, directors, agents and members, and the Authority is relying Town of Cohasset (“Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements of any kind or will rely upon information nature whatsoever (including the reasonable fees and representations given by or on behalf disbursements of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis counsel for such information and representations. AccordinglyIndemnitees in connection with any investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any such Indemnitee in any manner relating to induce or arising out of this Agreement or the Authority to issue IRS Form 8609(s)transactions contemplated hereby, the Owner agrees including without limitation in connection with or as follows: (a) The Owner agrees to release and forever discharge the Authoritya result of User or User’s guests, its membersagents, employees, or artists, use of the Rental Premises, including Founders’ Hall, or the surrounding areas, and any breach of this Agreement, except that User shall have no obligation to any Indemnitee hereunder with respect to any liability arising from the gross negligence or willful misconduct of that Indemnitee. The provisions of this subsection shall survive the termination of this Agreement with respect to any damage injury or loss occurring prior to the termination of this Agreement. c. User agrees to forever RELEASE CSC, its officers, agents, officersemployees, successors volunteers, booking agent and assigns any and all organizations assisting or participating in voluntary uses of and the Rental Premises, including Founders’ Hall from any and all claims, demands, actions and causes of actions, judgments and executions which Owner has action that arise from or may hereafter have against relate to User’s use of the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the AuthorityRental Premises. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authorityd. User further affirms that User has read this Paragraph 6, and that User understands its members officerscontents. User understands that participation in the Event by User's guests is voluntary and that User's guests and User are free to choose not to participate in said programs. By signing this Agreement, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including User affirms that User has decided to allow User's guests to participate in the costs use of the investigation Rental Premises with full knowledge that the Indemnitees will not be liable to anyone for personal injuries or property damage. e. Permission is granted for any emergency medical treatment needed. f. User acknowledges that CSC and settlement of any claim, the other Indemnitees are relying on User’s obligations hereunder and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect that CSC would be unwilling to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate enter into this Agreement in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any absence of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority release and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handindemnities contained herein.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information Vendor releases and representations given by or on behalf of the Owner shall indemnify and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authorityhold harmless District, its memberssuccessors and assigns, employees, agentsand the directors, officers, employees and agents of District and their successors and assigns of and (collectively, the "Indemnitees") from any and all third-party claims, demandslosses, causes of actionsharm, judgments costs, liabilities, damages and executions which Owner has or may hereafter have against the Authorityexpenses (including, whether in law or in equity, arising or resulting from, or on account of or pertaining but not limited to, whether directly or indirectly, the issuance of a Form 8609 with respect reasonable attorneys' fees) relating to the Project by the Authority. services arising (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs whether before or after completion of the investigation Services) out of any act, error or omission of any of the following, provided that District notifies Vendor of such proceeding promptly after District receives notice thereof, Vendor has exclusive control over the defense and settlement of any claimthe proceeding, District provides such assistance in the defense and settlement of the proceeding as Vendor may reasonably request, and including reasonable attorneyDistrict complies with any settlement or court order made in connection with such proceeding : Vendor; Vendor's fees) subcontractors or judgment against subcontractors; the Authority arising directors, officers, employees or resulting fromagents of Vendor or any of its subcontractors or subcontractors; or anyone acting on Vendor's behalf in connection with the Services or this Agreement. However, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval Vendor shall not be unreasonably withheld), it being understood that the indemnified party shall have the right required to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or so indemnify any of the other persons intended Indemnitees against liability or damages to the extent caused by or resulting from the negligence of such Indemnitees. The indemnification obligation under this paragraph shall not be indemnified thereby affected by any limitation on the amount or insufficient to hold it type of damages, compensation or benefits payable by or for Vendor or any subcontractor under any worker’s compensation act, including Title 51, RCW, any disability benefit acts, or any other employee benefit acts. Vendor and any subcontractor hereby waive, for themselves and their successors, any right to claim such limitation as a defense, set off, or other reduction of them harmless, then the Owner hereby rights to indemnification under this paragraph. Vendor further agrees to contribute to all amounts paid or payable that this waiver has been mutually negotiated by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handparties.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees In consideration of the execution and delivery of this Agreement by the Lenders and the Administrative Agent and the Lenders’ agreement to release extend the Advances to the Borrower in accordance with, and forever discharge subject to, the Authorityterms and conditions set forth herein, its membersthe Borrower hereby (i) releases the Lenders, the Administrative Agent, each Affiliate of the Lenders and the Administrative Agent, and each of the respective partners, directors, officers, shareholders, employees, agentsattorneys and agents of the Lenders and the Administrative Agent and each such Affiliate (the Lenders, officersthe Administrative Agent, successors together with such other Persons, being herein collectively referred to as the “Lender Parties” and assigns each individually as a “Lender Party”) from all Claims for loss or damage caused by any act or omission on the part of any of them, INCLUDING, WITHOUT LIMITATION, THOSE ATTRIBUTABLE TO THE NEGLIGENCE OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, except for any such loss or damage caused by the gross negligence or willful misconduct of any such Lender Party and (ii) indemnifies, exonerates and holds each such Lender Party free and harmless from and against any and all claimsClaims incurred by the Lender Parties (irrespective of whether such Lender Party is a party to the action for which indemnification hereunder is sought), demandsINCLUDING, causes WITHOUT LIMITATION, THOSE ATTRIBUTABLE TO THE NEGLIGENCE OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, but excluding any Claims caused by the gross negligence or willful misconduct of actionsany such Lender Party, judgments in the case of each of clauses (i) and executions which Owner has (ii) above, as a result of, or may hereafter arising out of, or relating to the execution, delivery or performance of this Agreement or any other Loan Document by the Lender Parties or by any other Person or the making of the Advances. To the extent permitted by applicable law, the Lender Parties shall not have against any liability with respect to, and the AuthorityBorrower hereby waives, whether releases and agrees not to ▇▇▇ any of them upon, any Claim for any special, incidental or consequential damages suffered or incurred by the Lender Party or the Borrower in law connection with, arising out of or in equityany way related to this Agreement, or any other Loan Document or any agreement, instrument or other document relating thereto or to any of the Obligations, or any of the transactions contemplated by this Agreement, or any other Loan Document or any such other agreement, instrument or other document. To the extent permitted by applicable law, the Borrower hereby waives, releases and agrees not to ▇▇▇ the Lender Parties for exemplary or punitive damages in respect of any Claim in connection with, arising out of or resulting fromany way related to this Agreement, any other Loan Document or any other agreement, instrument or other document relating thereto or to any of the Obligations, or on account any of the transactions contemplated by this Agreement or pertaining toany other Loan Document or any such other agreement, whether directly instrument or indirectly, the issuance of a Form 8609 with respect to the Project by the Authorityother document. (b) The Owner hereby agrees to indemnifyWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, save harmless and defend the AuthorityTHE BORROWER HEREBY FURTHER EXPRESSLY RELEASES, and its members officersTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, agentsEACH LENDER PARTY FROM ALL CLAIMS (AS DEFINED IN THIS AGREEMENT) FOR LOSS OR DAMAGE, employeesDESCRIBED ABOVE, successors and assigns from any obligationCAUSED BY AN ACT OR OMISSION ON THE PART OF ANY OF THEM ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, claimAND INDEMNIFIES, loss, demand, cost, expense EXONERATES AND HOLDS EACH LENDER PARTY FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheldAS DEFINED IN THIS AGREEMENT), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseDESCRIBED ABOVE, INCURRED BY ANY LENDER PARTY (IRRESPECTIVE OF WHETHER SUCH LENDER PARTY IS A PARTY TO THE ACTION FOR WHICH INDEMNIFICATION HEREUNDER IS SOUGHT) ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY LENDER PARTY. (c) If The agreements in this Section 9.12 and Article IX shall survive the indemnification provided Termination Date and the satisfaction in subsection (b) is, for any reason, either unavailable to the Authority or any full of all of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority Borrower’s Obligations hereunder and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on under the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handLoan Documents.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s(a) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf As of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of Effective Time (as defined in the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(sMerger Agreement), the Owner agrees as follows: (a) The Owner agrees to release Company irrevocably and unconditionally releases, waives and forever discharge the Authoritydischarges Consultant, its membersand his successors, employeesheirs, agentslegatees and legal representatives, officers, successors and assigns of and from any and all causes of action, claims, demands, causes of actionsdamages, judgments and executions which Owner has agreements arising out of claims by the Company and its subsidiaries or may hereafter have against their direct and indirect stockholders (but only such stockholders from and after the AuthorityEffective Time (as defined below)) relating to the calculation of Consultant’s Change in Control payment in accordance with paragraph 9 hereof, whether known or unknown, express or implied in law contract, federal, state or in equitylocal statute, arising executive order, law, common law, ordinance, tort or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authorityotherwise. (b) The Owner hereby agrees to indemnifyAs of the Effective Time (as defined in the Merger Agreement), save harmless Consultant irrevocably and defend unconditionally releases, waives and forever discharges the AuthorityCompany and its subsidiaries and their direct and indirect stockholders (but only such stockholders from and after the Effective Time) from any and all causes of action, claims, damages, judgments and agreements arising out of claims by the Consultant, and its members officershis successors, agentsheirs, employeeslegatees and legal representatives, successors and assigns from any obligation, claim, loss, demand, cost, expense (including relating to the costs calculation of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining toConsultant’s Change in Control payment in accordance with paragraph 9 hereof, whether directly known or indirectlyunknown, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is assertedexpress or implied in contract, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld)federal, it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensestate or local statute, executive order, law, common law, ordinance, tort or otherwise. (c) If The Company agrees to indemnify and hold Consultant, and his successors, heirs, legatees and legal representatives, harmless from and against any damages, losses, liabilities, obligations, claims of any kind, interest and expenses (including without limitation, reasonable attorneys fees and expenses) suffered, incurred or paid in connection with or arising out of any claims by the indemnification provided in subsection Company and its subsidiaries or their direct and indirect stockholders (bbut only such stockholders from and after the Effective Time) is, for any reason, either unavailable relating to the Authority or any calculation of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby Consultant’s Change in Control payment in accordance with paragraph 9 hereof. (d) Consultant agrees to contribute to all amounts paid or payable by indemnify and hold the Authority Company and its subsidiaries and their direct and indirect stockholders (but only such other persons as a result stockholders from and after the Effective Time) harmless from and against any damages, losses, liabilities, obligations, claims of any such obligationkind, claiminterest and expenses (including without limitation, lossreasonable attorneys fees and expenses) suffered, demand, cost, expense, incurred or judgment. The amount to be contributed paid in connection with or arising out of any claims by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one handConsultant, and by his successors, heirs, legatees and legal representatives, the Authority and such other persons, on the other hand, and the relative degrees calculation of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handConsultant’s Change in Control payment in accordance with paragraph 9 hereof.”

Release and Indemnification. The Owner acknowledges that, All property kept or stored in issuing IRS Form 8609(s) with respect to the Project, Storage Space shall be stored at the Authority is relying or will rely upon information and representations given by or on behalf risk of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of Client. The Client releases the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityOwner, its membersofficers, employeesattorneys, agents, directors, shareholders, and employees (collectively, the “Released Parties”) from any claim regarding property storage or may occur as a result of storage. The Client shall also indemnify and save it harmless the Owner, its directors, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officersshareholders, agents, employees, successors and assigns representatives from any obligation, claim, and all loss, demand, cost, expense (including the costs loss of the investigation fee and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority Client pursuant to this User Agreement, claims, actions, damages, liability and such expense in connection with loss of life, personal injury, damage to property or any other loss or injury whatsoever arising from or out of this User Agreement, or any occurrence in, upon or at the Premises or the occupancy or use by the Client of the Storage Space or any part thereof, whether or not the Owner, its directors, officers, shareholders, agents or servants, employees or other persons as a result of for whom it may be in law responsible, are negligent. If the Owner, without fault on its part be made party to any such obligationlitigation commenced by or against the Client, claimthe Client shall protect, lossindemnify and hold the Owner harmless and shall pay all costs, demand, cost, expense, expenses and reasonable legal fees incurred or judgment. The amount to be contributed paid by the Owner shall be the amount that is appropriate relating to reflect both the relative benefits received by the Ownersuch litigation. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE PROPERTY AND ANY DESIGNATED VEHICLES, on the one handINCLUDING THEIR CONTENTS, and by the Authority and such other personsARE PARKED ENTIRELY AT THE CLIENT’S RISK AND VEHICLE CONTENTS ARE NOT COVERED UNDER ANY INSURANCE PROGRAM MADE AVAILABLE BY THE OWNER AND THE CLIENT MUST LOOK TO ITS OWN INSURER TO SATISFY ANY CLAIM WHICH MAY ARISE ON ACCOUNT OF DEATH, on the other handINJURY, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handLOSS OR DAMAGE REGARDLESS OF THE CAUSE.

Release and Indemnification. The Owner acknowledges thata) It is understood between the parties hereto that the railroad operations of LICENSOR at or near the Land involve some potential of risk to those entering the Land, in issuing IRS Form 8609(s) with respect which the LICENSEE willingly accepts for itself and the public to which it offers or invites access, and the ProjectLICENSEE, the Authority is relying or will rely upon information and representations given by or on behalf as part of the Owner consideration for this License, hereby releases and has made waives any right to ask the LICENSOR for or will make no independent investigation and does not and will not have independent knowledge of the basis to demand damages or indemnity for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of loss of or pertaining damage to any property of the LICENSEE or others or for any loss of or injury to its invitees on the Land, whether caused by fault, failure or negligence of LICENSOR or otherwise. Provided that this release and waiver does not relate to any claims resulting from the intentional or willful misconduct of the LICENSOR. The LICENSEE acknowledges that the duty of care provided for in subsection 3 (1) of the Occupiers Liability Act does not apply as against the LICENSOR in respect of risks willingly assumed by the persons who enter on these lands and premises whose use is permitted by this License. b) The LICENSEE hereby releases the LICENSOR, its officers, directors, shareholders, employees, contractors and agents, (-collectively here, “the LICENSOR”-) from, and the LICENSEE agrees that they shall not be liable for and agrees to indemnify, defend and hold the LICENSOR harmless from and against, any and all liabilities, losses, damages, injuries, penalties, expense, interest, assertions, and claims of all natures and descriptions whatsoever arising from or related in any way to, whether or by any cause whatsoever, directly or indirectly, the issuance of a Form 8609 with respect arising from, relating to or pertaining to the Project LICENSEE’s use of the Land permitted under this Agreement, and the exercise by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs LICENSEE or others of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the rights or privileges given under this Agreement and, without limiting the foregoing, anything arising by reason of or in connection with the entry, use or occupancy of the Land by any person or public having learned of the accessibility of the Trail to public use. Liability of the Licensee to indemnify and defend shall extend to and include all causes of action, and the legal fees, disbursements and taxes and other persons intended to be indemnified thereby expenses incurred in defending any suits or insufficient to hold it or any of them harmlessactions, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons which may arise as a result of the presence or use on the Land of the Trail, provided that liability for any such obligationlosses, claimdamages, losspenalties, demandinterest, costliabilities or expenses are not incurred or do not result from the intentional or willful wrongdoing of LICENSOR. Subject to that proviso, expensethe foregoing indemnity and hold harmless agreement shall apply notwithstanding the fault or negligence on the part of the LICENSOR, or judgmentany of its officers, directors, employees, contractors or agents, and without regard to any breach of any statutory obligation or common law obligation or to the application of any rule of comparative or apportioned liability. The amount Licensee hereby waives the right to be contributed any claim against the LICENSOR railway and its employees for such damages. c) The LICENSEE hereby further agrees to compensate the LICENSOR for any loss or damage, whether direct or consequential, the LICENSOR may incur by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault reason of the Owner, on LICENSEE’s failure to use and maintain the one hand, Land in such a manner so as not to interfere with or impair the safe and continuing or continuous use of the Authority Tracks and such other persons, on the other handrailroad of LICENSOR.

Release and Indemnification. The Owner (a) Each of Borrower and Guarantor hereby unconditionally and irrevocably releases and forever discharges Noteholder, Subservicer, Master Servicer, and the other parties to the PSA and SSA (as such terms are defined in Schedule 1 hereto) and their respective successors, assigns, agents, directors, officers, employees, and attorneys (each, individually, an “Indemnitee” and, collectively, the “Indemnitees”), from any and all Claims (as hereafter defined) whatsoever, known or unknown, at law or in equity, originating in whole or in part, on or before the date of this Agreement, which Borrower, Guarantor, or any of their respective officers, directors, shareholders or other equity holders, agents or employees, may now or hereafter have against the Indemnitees. This release and discharge is accepted by Noteholder and Subservicer pursuant to this Agreement and shall not be construed as an admission of liability on the part of any party hereto. Each of Borrower and Guarantor hereby represents and warrants that it is the current legal and beneficial owner of all Claims released by it hereby and that it has not assigned, pledged or contracted to assign or pledge any such Claims to any Person. Further, and without limitation, each of Borrower and Guarantor acknowledges and agrees that: (i) subsequent to the execution of this Agreement, in issuing IRS Form 8609(s) it may discover claims that are unknown or unanticipated at the time this Agreement was executed, including unknown or unanticipated claims that arose from, are based upon, or relate to, matters for which the release is given with respect to the ProjectIndemnitees in this Section 7, and that, if known on the Authority date it executed this Agreement, may have materially affected its decision to execute this Agreement; (ii) it is relying assuming the risk of such unknown or will rely upon information unanticipated claims and representations given by that this Section 7 and this Agreement applies thereto ; and (iii) it hereby waives the benefits of any applicable statutory provision prohibiting, conditioning or on behalf restricting the release of unknown or future claims or any of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of Claims being released pursuant to this Agreement, but in each case only to the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows:extent permitted by applicable law. (ab) The Owner Each of Borrower and Guarantor agrees to release indemnify Indemnitees and forever discharge the Authority, its members, employees, agents, officers, successors defend and assigns of and hold them harmless from any and all claims, demandslosses, causes of action, costs and expenses of every kind or character incurred by or asserted against Indemnitees in connection with any one or more of: (i) this Agreement or the Transactions, or (ii) without limitation, any Claims, if and to the extent that, notwithstanding the release and discharge set forth in Section 7(a) above, any Claims are asserted against Indemnitees; provided, however, that Borrower and Guarantor shall not hereby be obligated to indemnify any Indemnitee or defend and hold any Indemnitee harmless from any such claims, losses, causes of action, costs or expenses to the extent arising out of the gross negligence, willful misconduct or fraud on the part of such Indemnitee or any Indemnitee’s failure to fulfill its obligations under this Agreement. As used in this Agreement, the term “Claims” shall mean any and all possible claims, demands, actions, judgments fees, costs, expenses and executions which Owner has liabilities whatsoever, known or may hereafter have against the Authorityunknown, whether in at law or in equity, originating or arising in whole or resulting fromin part on or before the date of this Agreement, which Borrower, Guarantor, or on account any of their respective partners, limited partners, members, officers, directors, shareholders, agents or employees, may have against the Indemnitees or any of them, and irrespective of whether any such Claims arise out of contract, tort, violation of laws, or regulations, or otherwise, arising out of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect relating to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority Loan or any of the other persons intended to Loan Documents, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest permitted lawful rate and any loss, cost or damage, of any kind or character, arising out of or in any way connected with or in any way resulting from the acts, actions, or conduct of Indemnitees, including any requirement that the Loan Documents be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons modified as a result of any such obligationcondition to the Transactions, claim, loss, demand, cost, expense, or judgment. The amount but in each case only to be contributed the extent permitted by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handapplicable law.

Release and Indemnification. The Owner acknowledges thatEach of Borrower and each of the undersigned Guarantors-Unlimited, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information individually and representations given by or on behalf of its predecessors, administrators and assigns (the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s“Releasing Parties”), the Owner agrees as follows: (a) The Owner agrees to release hereby unconditionally and irrevocably compromises, settles and fully releases and forever discharge the Authoritydischarges Lender and its present and former officers, its membersservants, employees, attorneys, agents, officersprincipals, directors, shareholders, subsidiaries, predecessors, successors and assigns of (the “Released Parties”) from and from indemnifies the Released Parties against any and all costs, expenses, claims, demands, damages, actions, causes of actionsaction, judgments and executions which Owner has liability or may hereafter have against the Authority, whether in suits at law or in equity, of whatever kind or nature, including but not limited to fraudulent inducement claims, whether arising under state or resulting fromfederal law, rule or regulation, which any of them now has or in the past had against the Released Parties or any of them, whether known or unknown, asserted or unasserted, that directly or indirectly in any way relate to, are based upon, or on account arise out of any circumstance, event, matter, occurrence, course of dealing, transaction, fact, act, omission, obligation, duty, responsibility, warranty, statement or pertaining torepresentation whatsoever related in any way to (a) the Loan Agreement, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) Loan Document or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If any documents or instruments executed in connection with or in evidence of any indebtedness between Borrower and Lender (all of which claims are referred to collectively as the indemnification “Released Claims”), INCLUDING, WITH RESPECT TO ALL OF THE ABOVE, RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided in subsection (b) is, for any reason, either unavailable that the obligations of the Releasing Parties under this Section shall not apply to the Authority extent a Released Claim arose from a Released Party’s gross negligence or willful misconduct. Each Releasing Party hereby covenants and agrees not to in any manner whatsoever ▇▇▇ any Released Party in any court or tribunal or bring any action, lawsuit or cause of action (whether by way of direct action, counterclaim, crossclaim or interpleader) against any Released Party in any manner whatsoever based upon any matter directly or indirectly related to any Released Claim. Each Releasing Party hereby agrees, unconditionally and irrevocably, to defend, indemnify and hold harmless each of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmlessReleased Parties from all Released Claims (collectively, then the Owner hereby agrees to contribute to all amounts paid or payable by “Indemnified Claims”), INCLUDING RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault obligations of the OwnerReleasing Parties under this Section shall not apply to the extent a Released Claim arose from a Released Party’s gross negligence or willful misconduct. Each Releasing Party will indemnify, on defend and hold harmless the one hand, and of Released Parties from the Authority and such other persons, on the other handIndemnified Claims by all appropriate proceedings to a final conclusion or settlement.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to To the Projectfullest extent allowed by applicable law, the Authority is relying or will rely upon information and representations given by or Company, on behalf of the Owner itself and has made or will make no independent investigation its successors and does not and will not have independent knowledge of the basis for such information and representations. Accordinglyassigns, to induce the Authority to issue IRS Form 8609(s)hereby releases, the Owner agrees as follows: (a) The Owner agrees to release acquits, and forever discharge the Authoritydischarges Summit, its membersaffiliates and their respective officers, directors, employees, agentspartners, officers, successors representatives and assigns of and agents from any and all claims, demands, demands or causes of actions, judgments and executions action of any character which Owner has or the Company may hereafter have against such persons and entities in connection with the Authorityservices to be provided by Summit hereunder; provided, whether however, such release shall not apply to actions in law breach of this Agreement or in equity, arising constituting willful malfeasance or resulting from, or on account of or pertaining to, whether directly or indirectlygross negligence. To the fullest extent permitted by applicable law, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to Company shall indemnify, save defend and hold harmless Summit, its affiliates and defend the Authority, and its members their respective officers, agentsdirectors, employees, successors partners, representatives and assigns agents from any obligationand against all losses, claimcosts, lossclaims, demandliabilities, costdamages and expenses (including, expense (including the without limitation, costs of the investigation suit and settlement of any claim, and including reasonable attorney's attorneys' fees) or judgment against they may incur in connection with the Authority arising or resulting from, or on account performance by Summit of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other handobligations hereunder, and the relative degrees Company shall reimburse each such indemnified party for all reasonable expenses (including reasonable fees and expenses of fault counsel) as they are incurred by such indemnified party in connection with investigating, defending, or preparing for any such action or claim. THE LOSSES, COSTS, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES FOR WHICH SUCH INDEMNIFIED PARTIES ARE INDEMNIFIED HEREUNDER SHALL SPECIFICALLY INCLUDE THOSE WHICH RESULT FROM SUCH PARTY'S SOLE, CONCURRENT ACTIVE OR PASSIVE NEGLIGENCE BUT NOT THOSE WHICH RESULT FROM SUCH PARTY'S GROSS NEGLIGENCE OR WILLFUL MALFEASANCE. The provisions of this Section 4 shall survive the Owner, on the one hand, and termination of the Authority and such other persons, on the other handthis Agreement.

Release and Indemnification. The Operator shall only be liable to --------------------------- Owner acknowledges thatfor any loss, in issuing IRS Form 8609(sliability, damage, claim, expense, fine, penalty, interest cost, or other obligation of any nature ("Obligation") with respect to the Projectextent caused by Operator's, its Affiliates', and their respective directors', officers', employees', and agents' (the Authority is relying "Operator Parties"), gross negligence, willful misconduct, fraud, or will rely upon information intentional breach of Operator's obligations under this Agreement in performing the Services hereunder. The Operator Parties hereby release Owner, its Affiliates, and representations given by or on behalf of their respective directors, officers, employees and agents (the "Owner Parties") from, and shall indemnify the Owner and has made Parties against, Obligations claimed or will make no independent investigation and does not and will not have independent knowledge of asserted in connection with the basis for such information and representations. Accordingly, to induce Services under this Agreement by the Authority to issue IRS Form 8609(s)Operator Parties, the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromParties, or on account of or pertaining toany third party, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project extent caused by the Authority. (b) The Owner hereby agrees to indemnifyOperator Parties' gross negligence, save harmless and defend the Authoritywillful misconduct, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromfraud, or on account intentional breach of or pertaining to, whether directly or indirectly, Operator's obligations under this Agreement in performing the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claimServices. The Owner will assume Parties hereby release the defense of any such Operator Parties from, and shall indemnify the Operator Parties against, Obligations claimed or asserted claim by engaging counsel approved by in connection with the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed Services under this Agreement by the Owner shall be Parties, the amount that is appropriate Operator Parties, or any third party attributable to reflect both causes other than the relative benefits received by Operator Parties' gross negligence, willful misconduct, fraud, or intentional breach of Operator's obligations under this Agreement in performing the OwnerServices hereunder. IT IS THE INTENTION OF THE PARTIES HERETO THAT THE RELEASE BY, on the one handAND INDEMNITY OBLIGATIONS OF, and by the Authority and such other personsOWNER UNDER THIS PROVISION HOLD THE OPERATOR PARTIES HARMLESS FROM AND AGAINST THE CONSEAQUENCES OF THEIR OWN ORDINARY NEGLIGENCE TO THE EXTENT SUCH ORDINARY NEGLIGENCE IS THE SOLE, on the other handCONCURRENT, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handOR JOINT CAUSE OF THE OBLIGATIONS.

Release and Indemnification. The Owner acknowledges thatIn the performance of Duff & Phelps’s Services under this Agreement, in issuing IRS Form 8609(s) with respect neither Duff & ▇▇▇▇▇▇ nor any of its members, principals, officers or employees shall be liable to the ProjectCompany or any member, the Authority is relying principal, officer, employee, shareholder or will rely upon information and representations given by or on behalf agent of the Owner and has made Company, for any claim, liability, cost, damage or will make no independent investigation and does not and will not have independent knowledge expense (including reasonable attorneys’ fees) the Company or any member, principal, officer, employee, shareholder or agent of the basis for Company, may incur, except to the extent that any such information and representations. Accordinglyclaim, to induce the Authority to issue IRS Form 8609(s)liability, the Owner agrees as follows: cost, damage or expense is caused by acts or omissions of Duff & ▇▇▇▇▇▇ which constitute (a) The Owner agrees to release and forever discharge the Authoritygross negligence, its memberswillful malfeasance , employeesfraud or bad faith , agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner violation of applicable law, or (c) material breach of this Agreement. Except to the extent provided in the preceding paragraph, the Company hereby agrees to indemnify, save hold harmless and defend Duff & ▇▇▇▇▇▇ and each of its members, principals, officers and employees from and against all claims, liabilities, costs, damages and expenses (including reasonable attorneys’ fees) arising out of or incurred as a result of the Services performed hereunder. Duff & ▇▇▇▇▇▇ hereby agrees to indemnify, hold harmless and defend the AuthorityCompany and each of its directors, and its members officers, agentsemployees and stockholders from and against all claims , employeesliabilities, successors costs, damages and assigns expenses (including reasonable attorneys’ fees) arising out of or incurred as a result of Duff & Phelps’s (a) ▇▇▇▇▇ negligence, willful misfeasance, fraud or bad faith in the performance of the Services under this Agreement, (b) violation of applicable law, or (c) material breach of this Agreement. Further, in no event shall Duff & ▇▇▇▇▇▇ be liable to the Company, whether a claim be in tort, contract or otherwise (a) for any amount in excess of two (2) times the total professional fees paid by the Company to Duff & ▇▇▇▇▇▇ under this Agreement, or (b) for any claim by the Company for consequential, indirect, lost profit or similar damages and related costs and expenses (including reasonable attorneys’ fees) relating to Duff & Phelps’s Services provided under this Agreement or arising out of this Agreement. Promptly after receipt by an indemnified party under this Agreement of notice of the commencement of any action against such indemnified party, the indemnified party will, if a claim in respect of such action is to be made against the indemnifying party, notify the indemnifying party of the commencement of the action and the nature of the claim, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect liability which such indemnifying party may have to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice hereunder, except to the Owner and will cooperate extent that it has been prejudiced in the investigation and defense of any such claimmaterial respect. The Owner will An indemnifying party under this Agreement may elect to assume the defense of any claim for which they may be required to provide indemnification hereunder, and will notify the indemnified party of its election to do so or not to do so pursuant to written notice delivered to the indemnified party promptly, but in no case more than ten (10) business days, after receiving notice from the indemnified party of a claim hereunder (the “Indemnifying Party’s Notice”). If the indemnifying party elects to assume the defense of such asserted claim by engaging claim, it must do so with counsel approved reasonably satisfactory to such indemnified party, provided that the indemnified party or parties shall additionally have the right to participate in such defense through separate counsel at their own expense. If the indemnifying party elects to assume the defense of such claim, the indemnifying party will not be liable to the indemnified party for any expenses incurred by the indemnified party in connection with the indemnified party’s participation of the defense thereof unless (which approval i) the indemnifying party shall not be unreasonably withheld), it being understood that have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (ii) the indemnifying party has authorized in writing the employment of a second counsel for the indemnified party at the expense of the indemnifying party. In either case (i) or (ii), the indemnifying party shall reimburse the indemnified party as amounts are incurred and reasonable documentation supporting such indemnification claim has been provided to the indemnifying party. If the indemnifying party does not elect to assume the defense of such claim, or has not timely provided the Indemnifying Party’s Notice, then the indemnified party or parties shall have the right to employ its own separate counsel and participate in assume the defense of such proceedings claim at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any expense of the indemnifying party. Notwithstanding the foregoing, the indemnifying party shall not enter into any settlement of any such claim against the indemnified party without the prior written consent of such indemnified party, which consent shall not be unreasonably withheld or delayed. If any party has made any indemnity payments to any other persons intended party pursuant to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority this Section 5 and such other persons as party thereafter collects any of such amounts related to the indemnity payment from a result of any third party, such obligationother party will promptly repay such amounts collected. In the event that Duff & ▇▇▇▇▇▇ is requested, claimpursuant to subpoena or other legal process, lossto provide testimony or produce its documents relating to this engagement in judicial or administrative proceedings to which Duff & ▇▇▇▇▇▇ is not a party, demand, cost, expense, or judgment. The amount to Duff & ▇▇▇▇▇▇ shall promptly notify the Company and shall be contributed reimbursed by the Owner shall be the amount that is appropriate Company at standard billing rates for Duff & Phelps’s professional time and expenses, including reasonable attorney’s fees incurred responding to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handrequest.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees Assets have been utilized by Seller for the purpose of exploration, development and production of oil and gas and may contain pits, pipelines, and facilities no longer in use. Purchaser acknowledges that there may have been surface or subsurface spills or leaks of oil, gas, or produced substances or other materials including but not limited to release salt water. In addition, the Assets may contain asbestos and/or naturally occurring radioactive material (NORM). In this regard, Purchaser expressly understands that NORM may affix or attach itself to the inside of w▇▇▇▇, materials, and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law equipment as scale or in equityother forms and that said w▇▇▇▇, arising or resulting from, or materials and equipment located on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the AuthorityAssets may contain NORM. (b) The Owner hereby Purchaser understands and agrees to indemnifythat the sale of the Assets is made on an "as is, save harmless where is" basis and defend the Authority, and its members officers, agents, employees, successors and assigns Purchaser releases Seller from any obligationliability with respect thereto, claimwhether or not caused by or attributable to Seller's negligence. Without limiting the foregoing, lossfrom and after the Closing, demandPurchaser waives its right to recover from Seller and forever releases and discharges Seller from any and all damages, costclaims, expense (including the costs of the investigation and settlement of any claimlosses, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromliabilities, penalties, fines, liens, judgments, costs, or expenses whatsoever, including attorney’s fees and costs, whether direct or indirect, that may arise on or account of or pertaining to, whether directly in any way connected with the physical or indirectly, environmental condition of the Authority's issuance Assets or any law or regulation applicable thereto. Purchaser shall assume all liability and obligations as to said physical or environmental conditions as of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseClosing. (c) If Purchaser recognizes and specifically assumes the indemnification provided obligation to properly plug and abandon any and all w▇▇▇▇, remove all equipment and facilities, including but not limited to pipelines, closure of all pits, and restoration of the surface associated with the Assets when appropriate in subsection accordance with the rules, regulations, and requirements of any governmental authority having jurisdiction thereof and with all obligations in any lease, contract, or agreement assumed by Purchaser whether or not such obligation arises prior to or after the Effective Date. Purchaser agrees to pay all costs and expenses associated with any such plugging and abandoning, removal, closing, or restoration. (bd) isPurchaser agrees to indemnify and defend Seller from any and all damages, losses, claims, demands, and causes of action including but not limited to any civil fines, penalties, expenses, costs of cleanup and restoration and environmental and plugging liabilities for any reason, either unavailable to the Authority or any and all aspects of the other Assets, including all w▇▇▇▇ thereon, brought by any and all persons intended to be indemnified thereby including any private citizens, persons, organizations and agency, branch or insufficient to hold it representative of the federal, state, or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result local government on account of any such obligationpersonal injury, claimdeath, lossdamage, demanddestruction or loss of property, costcontamination of natural resources (including soil, expensesurface water or ground water) resulting from or arising out of any liability caused by or connected with any physical, environmental, or judgmentwell plugging condition of the Assets from and after the Closing Date, including, but not limited to, the presence, disposal, or release of any material of any kind on or under the Assets caused by or connected with acts or omissions of Purchaser, its employees, representatives, or agents with regard to its use, ownership, or operation of the Assets. The amount Purchaser’s indemnification shall extend to be contributed by and include the Owner negligence of Seller, Purchaser, and parties acting on behalf of Purchaser whether such negligence is active or passive, joint, sole or concurrent and Seller’s strict liability. This indemnification shall be the amount that is appropriate in addition to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such any other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handindemnity provision contained in this Agreement.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees Notwithstanding anything herein to release the contrary, the City and forever discharge the Authorityits governing body, its members, employeesofficials, agents, employees and independent contractors shall not be liable to the Developer for damages of any kind or nature whatsoever if any ordinance adopted by the City or transaction completed by the City in connection with this Agreement is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, and by reason thereof either the City is prevented from performing any of the covenants and agreements herein or the Developer is prevented from enjoying the rights and privileges hereof. (b) The Developer releases from and covenants and agrees that the City and its governing body, officials, agents, employees and independent contractors shall not be liable for, and agrees to indemnify and hold harmless the governing body, officials, agents, employees and independent contractors thereof against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the construction of the Developer Project, except as such may be caused by the willful misconduct or negligence of the City or its governing body, officials, agents, employees or independent contractors. (c) The Developer agrees to indemnify, defend and hold harmless the City and its governing body, officials, agents, employees and independent contractors from and against any and all suits, claims and attorneys’ fees resulting from, arising out of, or in any way connected with (i) the construction of the Developer Project or (ii) the negligence or willful misconduct of the Developer or its officers, successors managers, agents, employees or independent contractors in connection with the management, development, redevelopment and assigns construction of the Developer Project, except as such may be caused by the willful misconduct or negligence of the City or its governing body, officials, agents, employees or independent contractors. (d) The Developer agrees to indemnify, defend and hold harmless the City and its governing body, officials, agents, employees and independent contractors from and against any and all claims, demands, causes of actionscosts, judgments liabilities, damages or expenses, including reasonable attorneys’ and executions which Owner has consultants’ fees, investigation and laboratory fees, court costs and litigation expenses, arising from: (i) any now-existing or may hereafter have against the Authorityhereafter-arising violation, whether in law actual or alleged, or any other liability, under or in equityconnection with any environmental laws relating to any products or materials previously, arising now or resulting fromhereafter located upon, delivered to or on account in transit to or from the Developer Project in connection with the construction of the Developer Project, regardless of whether such violation or pertaining toalleged violation or other liability is asserted or has occurred or arisen before the date hereof or hereafter is asserted or occurs or arises and regardless of whether such violation or alleged violation or other liability occurs or arises as the result of any act, whether directly omission, negligence or indirectlymisconduct of the City or any third party or otherwise; or (ii) any breach, falsity or failure of any of the issuance representations, warranties, covenants and agreements of a Form 8609 with respect to the Project by the Authoritylike. (be) The Owner hereby agrees to indemnify, save harmless and defend the Authority, City and its members officersgoverning body, officials, agents, employees, successors employees and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval independent contractors shall not be unreasonably withheld)liable for any damage or injury to the persons or property of the Developer or its officers, it being understood that managers, agents, employees or independent contractors or any other person who may be about the indemnified party shall have Developer Project due to any act of negligence of any person, except as such may be caused by the right to employ willful misconduct or negligence of the City or its own separate counsel and participate in such proceedings at its own cost and expensegoverning body, officials, agents, employees or independent contractors. (cf) If No member of the indemnification provided in subsection (b) isgoverning body, for any reasonofficials, either unavailable agents, employees or independent contractors of the City shall be personally liable to the Authority Developer in the event of a default or breach by any party under this Agreement. (g) All covenants, stipulations, promises, agreements and obligations of the other persons intended City contained herein shall be deemed to be indemnified thereby or insufficient to hold it or any of them harmlessthe covenants, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority stipulations, promises, agreements and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault obligations of the OwnerCity and not of its governing body, on the one handofficials, and of the Authority and such other personsagents, on the other handemployees or independent contractors in their individual capacities.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(sCompany hereby (i) with respect to releases the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, Issuer its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employeesincluding independent contractors, successors consultants and assigns from any obligationlegal counsel, claimservants and employees (hereinafter, lossfor purposes of this Section, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees“indemnified parties”) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by (ii) agrees that the indemnified party (which approval parties shall not be unreasonably withheld)liable for, it being understood that and (iii) agrees to indemnify and hold harmless the indemnified parties from and against the following (except for matters directly resulting from the negligence, breach of contract, willful misconduct or recklessness of an indemnified party shall have the right to employ its own separate counsel or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and participate judgments, of any nature whatsoever arising from or related in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable manner whatsoever to the Authority acquisition, construction, improving, equipping, ownership, leasing or operation of the Projects or any activities related to the foregoing and the authorization, execution or delivery of the Bonds, the offering or sale of the Bonds or any documents, action or transaction related to any of the other persons intended same. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be indemnified thereby the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or insufficient to hold it employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of them harmlessthe Issuer or any natural person executing the Bonds or pertaining to their sale, then delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Owner hereby agrees to contribute to all amounts paid Issuer nor the Trustee shall be responsible or payable by liable for any market loss suffered in connection with the Authority and such other persons as a result investment of any such obligation, claim, loss, demand, cost, expensefunds made in accordance with the Indenture, or judgment. The amount to be contributed by shall have any liability for nonpayment of interest on any uninvested moneys that the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault Trustee may hold at any time in trust or receive under any of the Owner, on the one hand, and provisions of the Authority and such other personsAgreement or the Indenture, on the other handexcept as otherwise specifically agreed in writing.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner LICENSEE, for itself, its successors and assignees, agrees to and hereby does release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and DEFENSE from any and all claimsclaims and liability for damage to property, demandsproperty loss or personal injury or death which may be sustained by LICENSEE and which in any way arises from or is connected with performance of this Agreement or the sale of any Products. LICENSEE shall indemnify and hold DEFENSE harmless from and against any and all foreseen and unforeseen liabilities to third parties, causes including any claim, damage, loss, expense or other injury (including reasonable attorney’s fees and other fees and costs), in any way arising out of actionsLICENSEE’s activities hereunder, judgments and executions which Owner has including without limitation any actual or may hereafter have against alleged: (i) breach or violation by LICENSEE of this Agreement; (ii) other act of commission or omission outside the Authorityscope of LICENSEE’s authority; (iii) defect in the Product of other products permitted hereunder or their packaging, whether latent or patent including failure of said articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, state or local laws or standards; (iv) claim by any and all employees or subcontractors permitted by LICENSEE to produce or participate in law the production of such articles; and (v) improper reproduction or in equityuse of the DEFENSE Trademarks or of any copyright, arising service ▇▇▇▇, patent, confidential information and privacy, publicity or resulting from, or on account of or pertaining to, whether directly or indirectly, other rights. In the issuance case of a Form 8609 legal or other proceeding by a third person against LICENSEE and DEFENSE, notwithstanding LICENSEE’s obligation hereunder, DEFENSE shall have the right, in its discretion, to control all aspects of such proceeding (including choice of attorney and settlement) and LICENSEE shall assist and fully cooperate with respect to DEFENSE in connection with such proceeding provided that LICENSEE, at its own expense, shall have the Project right of appearance by the Authoritycounsel of its own selection. (b) The Owner hereby DEFENSE, for itself, its successors and assignees, agrees to indemnifyindemnify and hold LICENSEE harmless from and against any and all foreseen and unforeseen liabilities to third parties, save harmless and defend the Authorityincluding any claim, and its members officers, agents, employees, successors and assigns from any obligation, claimdamage, loss, demand, cost, expense or other injury (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority ’s fees and other fees and costs), in any way arising or resulting from, or on account out of or pertaining to, whether directly connected with a claim that LICENSEE’s use of the DEFENSE Trademarks or indirectly, the Authority's issuance of a Form 8609 with respect to Data infringes on the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense rights of any such claim. The Owner will assume the defense other party, provided that this indemnity obligation shall not extend to any claim relating to a use by LICENSEE of any DEFENSE Trademark or the Data in violation of the terms of this Agreement. In the case of such asserted claim a legal or other proceeding by engaging counsel approved by a third person against LICENSEE and DEFENSE, notwithstanding DEFENSE’s obligation hereunder, LICENSEE shall have the indemnified party right, in its discretion, to control all aspects of such proceeding (which approval including choice of attorney and settlement) and DEFENSE shall not be unreasonably withheld)assist and fully cooperate with LICENSEE in connection with such proceeding provided that DEFENSE, it being understood that the indemnified party at its own expense, shall have the right to employ of appearance by counsel of its own separate counsel and participate in such proceedings at its own cost and expenseselection. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatRockford agrees to release, in issuing IRS Form 8609(s) with respect remise and forever acquit 3G and each and all of its employees, representatives and associates, including Sutt▇▇, ▇▇rking on the Rockford engagement from any and all legal or equitable liability to it, whether undertaken hereunder or pursuant to the ProjectLetter Agreement, so long as such liability arises out of any action, or failure to take action, on Rockford's behalf which 3G or any of its employees, representatives, and associates believed in good faith to be in Rockford's best interest and not in contravention of this Contract or the Authority is relying Agreement. In addition, Rockford agrees to exonerate, indemnify and hold harmless 3G, its employees, representatives and associates, including Sutt▇▇ (▇▇ "Indemnified Party"), from and against any and all losses, damages, costs and expenses, including all legal fees, court costs, and out-of-pocket expenses (a "Loss") in any way arising out of or will rely upon information in connection with an Indemnified Party's activities on Rockford's behalf and representations given asserted against an Indemnified Party by Rockford, any of its officers, Directors, debenture owners or stockholders, or any other person, so long as such Loss arises out of any action, or failure to take action, on Rockford's behalf which the Indemnified Party in good faith believed to be in Rockford's best interest. In the event of a claim of Loss the Indemnified Party shall notify Rockford promptly of the claim and Rockford shall advance expenses incurred in connection with the claim on behalf of the Owner Indemnified Party. Rockford may decline to advance expenses if its Board of Directors determines, in good faith and has made or will make no independent investigation and does not and will not have independent knowledge within 30 days after receiving notice of the basis for claim from the Indemnified Party, that the Indemnified Party is not entitled to indemnification under the circumstances; however, such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval determination shall not be unreasonably withheld), it being understood that binding upon the indemnified party Indemnified Party in any action for indemnification hereunder. Rockford shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.be

Release and Indemnification. The Owner acknowledges that, In consideration of the agreement of Lender to modify the terms of the Loan Agreement as set forth in issuing IRS Form 8609(s) with respect to the Projectthis Amendment, the Authority is relying Loan Parties hereby release, discharge and acquit forever Lender and its affiliates and participants and any of its or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordinglytheir officers, to induce the Authority to issue IRS Form 8609(s)directors, the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employeesservants, agents, officersemployees and attorneys, successors past and assigns of and present, from any and all claims, demands, demands and causes of actionsaction, judgments and executions which Owner has or may hereafter have against the Authorityof whatever nature, whether in law contract or in equitytort, accrued or to accrue, contingent or vested, known or unknown, arising out of or resulting fromrelating to the Loans and the Loan Agreement, as hereby amended, or on account ▇▇▇▇▇▇'s administration of same, or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect any other actions taken pursuant to the Project Loan Agreement or under any other documents or instruments evidencing loans made by Lender to the Authority. (b) Borrowers, except to the extent such claims, demands and causes of action are determined by a court of competent jurisdiction by final and non- appealable judgment to have been caused by ▇▇▇▇▇▇'s gross negligence or willful misconduct; provided, however, that the foregoing release and the following indemnity relate only to the actions or inactions of Lender and its affiliates and participants through the date hereof. The Owner Loan Parties hereby agrees to indemnify, save harmless further indemnify and defend the Authorityhold Lender and its affiliates and participants, and its members all officers, directors, servants, agents, employeesemployees and attorneys of Lender and its affiliates and participants, successors and assigns past or present, harmless from any obligationand all such claims, claim, loss, demand, cost, expense (including demands and causes of action by the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromLoan Parties, or on account anyone claiming by, through or under the Loan Parties, said indemnity to cover all losses and expenses incurred by Lender and its affiliates and participants, its or their officers, directors, servants, agents, employees or attorneys, past or present, in connection with any such claims, demands or causes of or pertaining toaction, whether directly or indirectlyincluding all reasonable outside attorneys fees and costs, the Authority's issuance of a Form 8609 with respect except to the Project. If any extent such claim is assertedclaims, any indemnified party hereunder will give prompt notice demands and causes of action are determined by a court of competent jurisdiction by final and non-appealable judgment to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim have been caused by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense▇▇▇▇▇▇'s gross negligence or willful misconduct. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatUndersigned (a) unconditionally releases, forever discharges, and agrees not to sue the Released Parties for any claims or causes of action for any liability or loss of any nature, including personal injury, death, and property damage, arising out of or relating to Participant’s participation in issuing IRS Form 8609(s) with respect any Disabled Sports USA/ U.S. Electric Wheelchair Hockey Association events or activities or the Participant’s presence on or travel to the Projectpremises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Authority is relying Undersigned may or will rely upon information have against the Released Parties; and representations given by (b) agrees to indemnify, defend, and hold harmless the Released Parties from and against any liability or damage of any kind and from any suits, claims, or demands, including legal fees and expenses whether or not in litigation, arising out of, or related to, Participant’s participation in such events or activities or the Participant’s presence on or travel to the premises where such events or activities take place. Undersigned parent, or legal guardian, or legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, but that he/she is also signing on behalf of the Owner minor or legally incapacitated adult and has made that the minor or will make no independent investigation and does not and will not have independent knowledge the legally incapacitated adult shall be bound by all the terms of this Agreement. Additionally, by signing this Agreement as the parent, or legal guardian, or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the basis minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s)foregoing, the Owner agrees as follows: (a) The Owner agrees minor or legally incapacitated adult would not be permitted to release and forever discharge participate in the Authorityactivities. By signing below, its membersI hereby represent that I am the parent, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromlegal guardian, or on account of or pertaining to, whether directly or indirectly, the issuance legal representative of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromminor, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner legally incapacitated adult Participant and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall I have the right authority to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, sign on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handParticipant’s behalf.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release Borrower will pay all Costs of Issuance, and forever discharge shall at all times protect, indemnify and hold the AuthorityIssuer and the Governing Body, its and their respective members, directors, officers, employees, attorneys and agents, harmless against any and all liabilities, losses, damages (including consequential damages), costs, expenses (including reasonable attorneys’ fees), taxes, causes of action, suits, claims, demands and judgments of any nature arising from or in connection with: (i) the Acquisition of the Project or the use or occupancy of the Facilities, including, without limitation, all claims or liability resulting from, arising out of or in connection with the acceptance or administration of the Bond Documents or the trusts thereunder or the performance of duties under the Bond Documents or any loss or damage to property or any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to the Project or the use thereof, including without limitation any lease thereof or assignment of any interest in this Agreement, such indemnification to include the reasonable costs and expenses of defending itself or investigating any claim of liability and other reasonable expenses and attorneys’ fees incurred by the Issuer and the Governing Body, and their respective members, directors, officers, successors employees, attorneys and assigns agents, in connection therewith; (ii) any injury to or death of and from any and all claimsPerson or damage to property in or upon the Facilities or growing out of or connected with the ownership use, demandsnon-use, causes condition or occupancy of actionsthe Facilities or any part thereof by Borrower; (iii) any violation of any agreement or covenant of the Bond Documents by Borrower; (iv) any violation of any contract, judgments and executions which Owner has agreement or may hereafter have against restriction by the AuthorityBorrower relating to the Facilities; (v) any violation by Borrower of any law, whether in law ordinance or in equityregulation affecting the Facilities or any part thereof or the ownership, arising occupancy or resulting fromuse thereof by Borrower, or on account arising out of or pertaining to, whether directly or indirectlythis Agreement, the issuance Bonds or the transactions contemplated thereby, including any requirements imposed on the Purchaser as a financial institution or any disclosure or registration requirements imposed by any federal or State securities law; (vi) any statement or information relating to the expenditure of a Form 8609 the Bond Proceeds contained in the Tax Certificate or similar document furnished by the Borrower to the Issuer or the Purchaser which, at the time made, is misleading, untrue or incorrect in any material respect; and any other information furnished by the Borrower to the Purchaser or the Issuer in connection with respect the transactions hereunder contemplated that is misleading, untrue or incorrect in any material respect; (vii) any investigation or audit commenced by the IRS or the Department of Revenue of the State relating to the Project or the income tax exemption of interest payable on the Bonds or any other action, ruling or decision which may give rise to a Determination of Taxability; and (viii) any other cause whatsoever pertaining to the issuance, sale and delivery of the Bonds, the acquisition, installation and operation of the Project, or any action taken in good faith by the AuthorityIssuer or the Purchaser, their officers and employees, to carry out the transaction contemplated by this Agreement. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs provisions of this Section will survive payment or defeasance of the investigation Bonds and settlement termination or expiration of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account other provisions of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensethis Agreement. (c) If The benefits of this Section shall not inure to any Person other than the indemnification Issuer, the Governing Body, and their respective members, directors, officers, employees, attorneys and agents, and provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and further that such other persons as a result of any such obligation, claim, loss, demanddamage, costdeath, expenseinjury, claims, demands or judgment. The amount to be contributed by causes shall not have resulted from the Owner shall be gross negligence or willful misconduct of, the amount that is appropriate to reflect both Issuer, the relative benefits received by the OwnerGoverning Body or such members, on the one handdirectors, officers, employees, attorneys and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handagents.

Release and Indemnification. The Owner acknowledges thatI, in issuing IRS Form 8609(s) with respect to Adopter, understand that I am 100% responsible for the Project, the Authority is relying or will rely upon information and representations given by or on behalf behavior of the Owner Dog and has made or will make no independent investigation accept full legal and does not financial responsibility for the Dog and will not have independent knowledge of the basis Dog’s actions. The Adopter, for such information the Adopter and representations. Accordinglythe Adopter’s heirs, to induce executors, personal representatives, and assigns (collectively the Authority to issue IRS Form 8609(s“Releasing Parties”), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the AuthorityNLAR, its membersfounders, directors, officers, employees, agents, officersrepresentatives, successors contractors, volunteers, successors, and assigns of (collectively the “Released Parties”) from all liability, loss, damage, injury, or claims, including but not limited to attorney’s fees and other litigation costs, arising from any this adoption, this Contract, and the Dog (“Covered Claims”). The Adopter, for the Adopter and all claimsReleasing Parties, demandsagrees to indemnify and hold NLAR and the Released Parties harmless for all Covered Claims, causes and to cover all reasonable legal fees and other expenses incurred by NLAR and the Released Parties in investigating and defending against Covered Claims, including but not limited to reasonable attorney’s fees and costs. (initial) 4. HEALTH AND CONDITION: I, Adopter, understand that NLAR does not place any animal that it actually knows to be sick or injured, unless the condition is fully disclosed to the Adopter. I am aware that the Dog I am adopting comes from a shelter, ▇▇▇▇▇▇ home or owner surrender with limited resources and that NLAR is under no obligation to provide the Dog with a full medical exam prior to adoption. As a result, sickness, injury and disability may exist unbeknownst to NLAR. NLAR is not responsible for payment of actionsany vet care, judgments including known and executions which Owner unknown medical conditions, once I adopt the Dog. If the Dog has a medical condition or may hereafter have against the Authority, whether in law or in equity, arising or resulting frominjury that I cannot, or on account of or pertaining choose to not to, whether directly have treated by a veterinarian, I must immediately contact NLAR and return the Dog. In the event of such a return, I hereby waive my right to any fees paid to NLAR in connection of the adoption of the Dog. For Special Need Adoptions (behavior or indirectlymedical), see Special Needs Addendum. (initial) 5. CONTINUED OBLIGATIONS: I, Adopter, agree I will not: (a) give the issuance Dog away for the purpose of a Form 8609 with respect to relinquishing responsibility for the Project by the Authority. Dog; (b) The Owner hereby agrees surrender the Dog to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) a shelter or judgment against the Authority arising other releasing agency; or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) release the Dog into the wild or otherwise abandon the Dog under any circumstance. If I am unable to care for Dog at any time, I will contact NLAR immediately and return the indemnification provided Dog to NLAR immediately. Failure to do so constitutes a material breach of this Contract and may result in subsection legal action. In the event of such return, I hereby waive my right to any fees paid to NLAR in connection of the adoption of the Dog. (binitial) is6. IMPROPER CARE: I, Adopter, agree I am accepting the Dog as a family pet and I will not keep the Dog as outdoor pets (to include but not limited to chained outdoors, tethered outdoors, attached to trolley systems outdoors, or use for breeding, medical experimental purposes, or animal fighting). I, Adopter, further agree I will never allow the Dog to ride in the open bed of a pickup truck, leave the Dog unattended in a vehicle for any reasonperiod of time, either unavailable nor use or train the Dog as an attack or guard animal. (initial) 7. PROPER CARE: I, Adopter, agree to provide proper and humane care to the Authority or any of Dog, including but not limited to daily adequate food, fresh water, shelter, exercise, human companionship and all other necessities. I agree I will keep an ID tag on the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to Dog) at all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgmenttimes. The amount to Dog will be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handan indoor pet only.

Release and Indemnification. a. Neither CSC, nor its officers, directors, agents or members, or the Town of Cohasset, shall be liable to User or User’s guests, agents, employees artists, and the like, for any death, injury, damage or other loss suffered by any of them relating to this Agreement or the transactions contemplated hereby, or arising out of the Event, including without limitation in connection with or as a result of User’s or User’s guests agents, employees or artists; use of Founders’ Hall, the Rental Premises or the surrounding areas, except that CSC shall be liable for its own gross negligence or willful misconduct. The Owner acknowledges that, in issuing IRS Form 8609(s) provisions of this subsection shall survive the termination of this Agreement with respect to any damage injury or loss occurring prior to the Projecttermination of this Agreement. b. User hereby agrees to indemnify and hold harmless CSC, its officers, directors, agents and members, and the Authority is relying Town of Cohasset (“Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements of any kind or will rely upon information nature whatsoever (including the reasonable fees and representations given by or on behalf disbursements of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis counsel for such information and representations. AccordinglyIndemnitees in connection with any investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any such Indemnitee in any manner relating to induce or arising out of this Agreement or the Authority to issue IRS Form 8609(s)transactions contemplated hereby, the Owner agrees including without limitation in connection with or as follows: (a) The Owner agrees to release and forever discharge the Authoritya result of User or User’s guests, its membersagents, employees, or artists, use of the Rental Premises, including Founders’ Hall, or the surrounding areas, and any breach of this Agreement, except that User shall have no obligation to any Indemnitee hereunder with respect to any liability arising from the gross negligence or willful misconduct of that Indemnitee. The provisions of this subsection shall survive the termination of this Agreement with respect to any damage injury or loss occurring prior to the termination of this Agreement. c. User agrees to forever RELEASE CSC, its officers, agents, officersemployees, successors volunteers, booking agent and assigns any and all organizations assisting or participating in voluntary uses of and the Rental Premises, including Founders’Hall from any and all claims, demands, actions and causes of actions, judgments and executions which Owner has action that arise from or may hereafter have against relate to User’s use of the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the AuthorityRental Premises. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authorityd. User further affirms that User has read this Paragraph 6, and that User understands its members officerscontents. User understands that participation in the Event by User's guests is voluntary, agentsand that User's guests and User are free to choose not to participate in said programs. By signing this Agreement, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including User affirms that User has decided to allow User's guests to participate in the costs use of the investigation Rental Premises with full knowledge that the Indemnitees will not be liable to anyone for personal injuries or property damage. e. Permission is granted for any emergency medical treatment needed. f. User acknowledges that CSC and settlement of any claim, the other Indemnitees are relying on User’s obligations hereunder and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect that CSC would be unwilling to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate enter into this Agreement in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any absence of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority release and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handindemnities contained herein.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge Except for the Authoritywillful acts of LICENSOR or the acts of gross negligence by LICENSOR, its membersagents, servants, and/or employees, agentsLICENSOR will not be under any responsibility or liability for the safeguarding of LICENSEE's furniture, officersfixtures, successors equipment, or inventory. LICENSEE hereby indemnifies LICENSOR and assigns of and covenants to hold it harmless from any and all claimsliability, demandscosts, causes charges, and expenses of actionsany kind, judgments sort, or description arising directly or indirectly from LICENSEE's breach of this Agreement or from LICENSEE's occupancy of the Licensed Space, and executions which Owner has from any liability, costs, charges, and expenses resulting from any injury to person or may hereafter have against damage to property occurring in the Authority, whether in law Licensed Space or in equityconnection with LICENSEE's use thereof, arising except for acts of gross negligence or resulting fromwillful misconduct by LICENSOR, or on account of or pertaining toits agents, whether directly or indirectlyservants, the issuance of a Form 8609 with respect to the Project by the Authorityand/or employees. (b) The Owner LICENSOR hereby agrees to indemnifyindemnify LICENSEE from any and all liability, save harmless and defend costs, charges, or expenses of any kind, sort, or description arising directly or indirectly from LICENSOR's breach of this Agreement or from LICENSOR's or LICENSOR's willful acts or the Authorityacts of gross negligence by LICENSOR, and its members officers, agents, servants, and/or employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If LICENSOR WILL NOT BE LIABLE, AND LICENSEE WAIVES ALL CLAIMS, FOR INJURY TO OR DEATH OF PERSONS OR DAMAGE TO OR LOSS OF PROPERTY SUSTAINED BY LICENSEE OR ITS INVITEES OR GUESTS RESULTING FROM THE IMPROVEMENTS OR ANY PART THEREOF OR ANY OF LICENSOR'S EQUIPMENT OR APPURTENANCES BEING OUT OF REPAIR FOR WHICH LICENSEE WAS RESPONSIBLE FOR REPAIRING, OR RESULTING DIRECTLY OR INDIRECTLY FROM ANY ACT OR NEGLIGENCE OF LICENSEE OR ANY OCCUPANT OF THE BUILDING OR OF ANY OTHER PERSON, OR FROM ANY OTHER CAUSE WHATSOEVER EXCEPT THE GROSS NEGLIGENCE OF LICENSOR, INCLUDING WITHOUT LIMITATION SUCH CLAIMS FOR DAMAGE RESULTING FROM: (i) equipment functioning improperly; (ii) LICENSOR's failure to keep the indemnification provided Licensed Space repaired; (iii) injury done or occasioned by wind; (iv) any defect in subsection or failure of plumbing, heating, or air conditioning equipment, electrical wiring, or installation thereof, gas, water, or steam pipes, stairs, balconies, porches, railings, or sidewalks; (bv) isbroken glass; the backing up of any sewer pipe or downspout; the bursting, for leaking, or running of any reasontank, either unavailable to the Authority tub, wash stand, toilet, waste pipe, drain, or any other pipe or tank in, on, or about the Licensed Space; the escape of steam or hot water; (vi) the other persons intended to be indemnified thereby falling of any fixture, plaster, or insufficient to hold it stucco; and (vii) water, snow, or ice being on or coming through the roof or any of them harmlessskylight, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligationtrap door, claimstairs, loss, demand, cost, expensewalks, or judgment. The amount to be contributed by any other place on or near the Owner shall be Licensed Space, the amount that is appropriate to reflect both the relative benefits received by the OwnerStore, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handor otherwise.

Release and Indemnification. The Owner acknowledges that(a) For so long as the Company does not default in any material respect in the performance of its obligations under this Agreement, and provided that none of the conditions described in issuing IRS Form 8609(s) with respect Section 4 of this Agreement fail to occur as the Projectresult of matters within the reasonable control of the Company, the Authority is relying or will rely upon information and representations given by or Member, on behalf of itself, its members, Assignee, and those persons listed as "Member Parties" in the Owner and has made or will make no independent investigation and does not and will not have independent knowledge "Joinder" section of the basis for such information signature page of this Agreement, and representations. Accordinglyeach of their respective officers, to induce the Authority to issue IRS Form 8609(s)directors, employees, agents and contractors (collectively, the Owner agrees as follows: (a"Member Parties") The Owner agrees to hereby release and forever discharge the Authority, its members, employees, agents, officers, successors Company Parties (as hereinafter defined) from and assigns of and from against any and all claims, demands, causes liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys' fees, known or unknown, actual or contingent, arising out of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equityconnection with the Property or the Company, arising or resulting fromincluding, or on account of or pertaining to, whether directly or indirectlywithout limitation, the issuance execution and deliver of the Operating Agreement, the performance of each of the obligations of any of the Company Parties thereunder, and the acquisition, development, construction, financing, ownership or management of the Property, and any acts or omissions in connection therewith, but specifically excluding any breach or default in the performance of a Form 8609 with respect party's obligations under this Agreement or any deed, assignment, agreement or other document to be delivered pursuant to the Project by terms hereof (collectively, the Authority"Claims"). (b) The Owner hereby agrees to indemnify, save harmless and defend For so long as Member does not default in any material respect in the Authorityperformance of its obligations under this Agreement, and provided that none of the conditions described in Section 4 of this Agreement fail to occur as the result of matters within the reasonable control of Member, the Company on behalf of itself, its members members, and those persons listed as "Company Parties" in the "Joinder" section of the signature page of this Agreement, and each of their respective officers, agentsdirectors, employees, successors agents and assigns from any obligation, claim, loss, demand, cost, expense contractors (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectlycollectively, the Authority's issuance of a Form 8609 with respect to "Company Parties") hereby release and forever discharge the Project. If Member Parties from and against any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseall Claims. (c) If The Member Parties and the indemnification provided Company Parties agree and acknowledge that the releases contained in subsection this Section 8 are intended to constitute general releases of all claims of every kind and nature relating to or arising from the Property and/or the Operating Agreement, and that such releases relate to matters which may be disputed or contested and shall not be construed as an admission of liability on the part of any party. (bd) isEach of the Company Parties and the Member Parties hereby agrees to indemnify the other party and hold it harmless from and against any and all claims, for demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys' fees, resulting from (i) any reasonaction, either unavailable to proceeding or other legal action instituted against the Authority or other party by any of the other persons intended to be indemnified thereby Company Parties or insufficient to hold it or any of them harmlessthe Member Parties, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result respectively, on account of any Claims, and (ii) any misrepresentations or breach of warranty or breach of covenant made by such obligationparty in this Agreement or in any document, claim, loss, demand, cost, expensecertificate, or judgment. The amount exhibit given or delivered to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other handpursuant to or in connection with this Agreement. (e) The provisions of this Section 8 shall survive beyond the Closing, and the relative degrees of fault delivery of the Owner, on Deed the one hand, Ground Lease Assignment and any termination of the Authority and such other persons, on the other handthis Agreement.

Release and Indemnification. The Owner acknowledges that(a) Notwithstanding anything to the contrary in this Lease contained: (i) subject to Sections 8.7(a)(ii) and (iii), each of the Landlord and Tenant hereby releases the other and waives all claims against the other and those for whom the other is in issuing IRS Form 8609(s) law responsible with respect to occurrences insured against or required to be insured against by the Projectreleasing party, whether any such claims arise as a result of the negligence or otherwise of the other or those for whom it is in law responsible (in the case of the Landlord, the Authority is relying or will rely upon information and representations given by or on behalf Landlord's Employees and, in the case of the Owner Tenant, the Tenant's Employees); (ii) such release and has made or will make no independent investigation waiver shall be effective only to the extent of proceeds of insurance received by the releasing party and does not proceeds which would have been received if the releasing party obtained all insurance required to be obtained by it under this Lease and will not have independent knowledge for this purpose deductible amounts shall be deemed to be proceeds of insurance received; (iii) notwithstanding anything to the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(scontrary in this Section 8.7(a), the Owner agrees as follows: Landlord and Tenant shall each be liable to any third person (a) The Owner agrees to release and forever discharge being any person other than the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectlyLandlord, the issuance of a Form 8609 with respect Landlord's Employees, the Tenant or the Tenant's Employees) to the Project by extent of their respective fault or negligence and each shall be entitled to full indemnity and contribution from the Authorityother to the extent of the other's fault or negligence. (b) The Owner hereby agrees to indemnifyTo the extent not released under Section 8.7(a), each party shall indemnify and save harmless the other from all liabilities, damages, losses or expenses arising out of: (i) any breach, violation or non-performance by the indemnifying party of any covenant, condition or agreement in this Lease on the part of the indemnifying party to be observed or performed; (ii) any contract, lien or mortgage on the Project, the Property or the Premises and defend any loss, cost or expense arising from or occasioned by the Authorityact, and default or negligence of the indemnifying party, its members officers, agents, servants, employees, successors and assigns from contractors, customers, invitees or licensees; and (iii) any obligation, claim, loss, demand, cost, expense (including the costs obligation of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority indemnifying party arising or resulting fromoutstanding upon the expiration or earlier termination of this Lease. Such indemnity shall survive the termination of this Lease, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect anything to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensecontrary notwithstanding. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatUpon the Effective Date, in issuing IRS Form 8609(s) with respect to the ProjectPlaintiffs and every Class Member, the Authority is relying including each and every one of their respective past, present or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, future employees, agents, representatives, attorneys, heirs, successors, assigns, or any other person acting on their behalf or for their benefit, or any person claiming through them, who has not in a timely fashion excluded themselves by the means proscribed in paragraph 12 below (collectively “Releasors”), in consideration of the relief set forth in the Settlement Agreement, fully and finally release and discharge Teen Challenge, its parents, subsidiaries, and affiliates, and all of their present, former and future officers, successors directors, employees, members, shareholders, general partners, limited partners, beneficiaries, agents, attorneys, representatives, affiliates, predecessors, successors, assigns, insurers, reinsurers, and assigns legal representatives (with all the foregoing released parties in this paragraph being collectively referred to as the “Released Parties”), from all causes of and from any and all action, suits, claims, or demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising known or resulting fromunknown at this time, which Releasors, or on account any of them, now have, did have, or pertaining tomay have in the future against the Released Parties, or any of them, under any legal theory, whether directly or indirectlynot alleged, related to or arising from or related to the issuance claims articulated by Plaintiffs in their Class Action Complaint and pertaining to the Incident. The claims released in this paragraph are referred to as the “Released Claims.” Plaintiffs and Class Members waive any principles of a Form 8609 law similar to and including Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Plaintiffs and Class Members agree that Section 1542 and all similar federal or state laws, rules, or legal principles of any other jurisdiction are knowingly and voluntarily waived in connection with the claims released in the Settlement Agreement and agree that this is an essential term of the Settlement Agreement. Plaintiffs and Class Members acknowledge that they may later discover claims presently unknown or suspected, or facts in addition to or different from those that they now believe to be true with respect to the Project by matters released in the Authority. Settlement Agreement. Nevertheless, Plaintiffs and Class Members fully, finally, and forever settle and release the Released Claims against the Released Parties. If Plaintiffs or any Class Member (b) The Owner hereby except those who timely opt out), or someone acting on their behalf, violate this Paragraph 8 and assert a Released Claim against a Released Party, he or she agrees to indemnifyindemnify the Released Party against all costs and expenses, save harmless and defend the Authorityincluding attorneys’ fees, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right Released Party incurs to employ its own separate counsel and participate in such proceedings at its own cost and expenseseek enforcement of this Paragraph 8. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatCustodian shall not be liable for executing, failing to execute, or for any mistake in issuing IRS Form 8609(s) the execution of, such request or instructions in connection with respect to the Projectcertification, release or shipment of any Loan Papers, except in the Authority is relying or will rely upon information and representations given by or on behalf case of the Owner and has made gross negligence or will make no independent investigation and does not and will not have independent knowledge willful misconduct of the basis for such information Custodian. Seller hereby releases and representations. Accordinglyagrees, to induce indemnify, pay, defend and hold harmless the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release Custodian and forever discharge the Authority, each of its members, employees, agents, officers, successors directors, employees or agents (the “Indemnified Custodian Parties”) from and assigns of and from against any and all claims, demandsliabilities, causes of actionsobligations, judgments losses, damages, penalties, judgments, suits, costs, expenses and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense disbursements (including the costs reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the investigation and settlement Indemnified Custodian Parties in any way relating to or arising out of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority this Custody Agreement or any of the other persons intended to be indemnified thereby transactions contemplated hereby, whether from the discretionary or insufficient to hold it nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any of them harmlessother Person, then the Owner hereby agrees to contribute to all amounts paid in whole or payable by the Authority and such other persons as a result in part arising out of any such obligation, claim, loss, demand, cost, expenseact or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or judgmentsole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct or a material breach of the Current Repurchase Agreement by a particular Indemnified Custodian Party. The amount to be contributed by foregoing indemnification shall survive the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, termination or assignment of this Agreement and the relative degrees of fault resignation or removal of the OwnerCustodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by law, on subject to the one hand, and exceptions set forth in the second sentence of the Authority and such other persons, on the other handthis Section 4.11.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release Borrower hereby releases and forever discharge the Authority, exculpates Lender and its members, employees, agents, officers, successors employees and assigns of designees, and from Lender shall not have any and all claims, demands, causes of actions, judgments and executions which Owner has liability to Borrower or may hereafter have against the Authority, any Subsidiary (whether in law contract, tort, equity or otherwise) for losses suffered by Borrower or such Subsidiary in connection with, arising out of, or in equity, arising any way related to the transactions or resulting fromrelationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on account Lender, that the losses were the result of acts or pertaining toomissions constituting gross negligence or willful misconduct. In any such litigation, whether directly or indirectly, the issuance of a Form 8609 with respect Lender shall be entitled to the Project benefit of the rebuttable presumption that it acted at all times in good faith and with the exercise of ordinary care in the performance by it of the Authorityterms of this Agreement. (b) The Owner In no event shall Lender have any liability to Borrower or any Subsidiary for lost profits or other special, consequential, incidental, exemplary or punitive damages in connection with this Agreement or any of the other Loan Papers or the transactions contemplated hereby or thereby, and Borrower expressly waives any and all right to assert any such claims. No officer of Lender has any authority to waive, condition, or modify the provisions of this section. (c) Borrower agrees to indemnify, save and hold harmless and defend the Authority, Lender and its members respective directors, officers, agents, employeesattorneys and employees from and against: (i) the use or contemplated use of the proceeds of the Loan, successors and assigns from any obligationtransaction contemplated by this Agreement or the other Loan Papers, or any relationship with Borrower or any Subsidiary; (ii) any administrative or investigative proceeding by any governmental agency arising out of or related to a claim, loss, demand, costaction or cause of action described in clause (i) above; and (iii) any and all liabilities, expense losses, costs or expenses (including the costs of the investigation reasonable attorneys’ fees and settlement of disbursements and other professional services) that any claim, and including reasonable attorney's fees) party indemnified hereunder suffers or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons incurs as a result of any such obligation, foregoing claim, loss, demand, costaction or cause of action; provided, expensehowever, or judgment. The amount to be contributed by the Owner that no such indemnitee shall be entitled to indemnification for any loss caused by any indemnitee’s gross negligence or willful misconduct. Any obligation or liability of Borrower to any such indemnitee under this section shall survive the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, expiration or termination of this Agreement and the relative degrees of fault repayment of the Owner, on the one hand, and of the Authority and such other persons, on the other handLoan.

Release and Indemnification. The Owner acknowledges thatPledgor and Ableco hereby release Fleet and its respective affiliates, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information officers and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and employees from any and all claims, demands, causes of actionsaction, judgments liabilities, losses, lawsuits, recoupment, demands and/or damages, fines, penalties and executions which Owner has or expenses that may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons arise as a result of the transactions contemplated by this Agreement or as a result of Fleet entering into or acting in accordance with this Agreement, making any such obligation, claim, loss, demand, cost, expensetransfers of funds contemplated by this Agreement, or judgmentfollowing any instructions given to Fleet by Ableco or the Pledgor in accordance with the terms of this Agreement, except for proven gross negligence or willful misconduct by Fleet. The amount Pledgor agrees to be contributed indemnify and hold harmless Fleet and its respective affiliates, officers and employees from and against any and all claims, causes of action, liabilities, losses, lawsuits, recoupment, demands and/or damages, fines, penalties and expenses, including, without limitation, out of pocket expenses and any and all court costs and reasonable attorneys' fees, that may arise as a result of Fleet entering into or taking or failing to take any action under this Agreement, making any transfers of funds contemplated by this Agreement, or following any instructions given to Fleet by Ableco or the Owner Pledgor under this Agreement, except for gross negligence or willful misconduct by Fleet as determined by a final non-appealable judgment of a court of competent jurisdiction. This indemnification shall be survive the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one handtermination of this Agreement. Ableco will indemnify Fleet, and by the Authority and such other personsits officers, on the other handdirectors, employees, and the relative degrees of fault of the Owneragents, on the one handagainst claims, liabilities, and reasonable expenses (including reasonable attorney fees and disbursements) arising out of (i) directions or instructions given by Ableco to Fleet under this Agreement, (ii) actions taken by Fleet in compliance with such directions or instructions, and (iii) transfers of funds from the Authority and such other personsCollateral Account to Ableco as provided in this Agreement, on except to the other handextent the claims, liabilities, or expenses are caused by Fleet's gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to Developer and Landowner release the Project, City and the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employeesservants and employees thereof (hereinafter, successors for purposes of this Article III, the “Indemnified Parties”) from, covenant and assigns agree that the Indemnified Parties shall not be liable for, and agree to indemnify, defend, and hold harmless the Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any obligationdefect in the Minimum Improvements or Development Property. Should the City fail to perform under the State Agreement due to an Event of Default by the Developer and/or Landowner under this Agreement or another separate agreement entered into between the parties, then the Developer and Landowner shall indemnify and hold the City harmless from any loss, including repayment of any grant monies, arising out of or related to the City’s failure to fulfill the terms of the State Agreement. Except to the extent arising from any willful misrepresentation, gross negligence, or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Developer and Landowner agree to protect and defend the Indemnified Parties, now or forever, and further agree to hold the Indemnified Parties harmless, from any claim, loss, demand, costsuit, expense action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from: (including the costs of the investigation and settlement i) any violation of any claim, and including reasonable attorney's fees) agreement or judgment against the Authority arising or resulting from, or on account condition of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 this Agreement (except with respect to any suit, action, demand or other proceeding brought by Developer or Landowner, respectively, against the ProjectCity to enforce its rights under this Agreement); (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements and Development Property; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. If The Indemnified Parties shall not be liable for any such claim is asserted, any indemnified party hereunder will give prompt notice damage or injury to the Owner and will cooperate in persons or property of Developer or Landowner or their officers, agents, servants or employees or any other person who may be about the investigation and defense Minimum Improvements or Development Property due to any act of negligence of any person, other than any act of negligence on the part of any such claimindemnified party or its officers, agents, servants or employees. The Owner will assume provisions of this Article III shall survive the defense termination of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensethis Agreement. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatI, in issuing IRS Form 8609(s) with respect to the Projectan Adult Participant or Parent of a Minor Participant, the Authority is relying or will rely upon information for myself and representations given by or on behalf of the Owner such Minor Participant, agree to release, indemnify, protect, and has made or will make no independent investigation hold harmless, and does promise not and will not have independent knowledge to sue, NatureBridge and/or any of the basis for such information and representations. Accordinglyits officers, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its membersdirectors, employees, agents, officerscontractors, successors and assigns of and from insurers (the “Released Parties”), to the maximum extent permitted by law, with respect to any and all claims, demands, causes damages, attorneys’ fees, litigation costs, losses, or liabilities, including, but not limited to, claims for property loss, personal injury and/or wrongful death, which I or my Minor Participant may suffer, arising out of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromany way related to my, or on account of my Minor Participant’s, participation in the Program. The claims hereby released and indemnified against include those caused by or pertaining to, whether directly or indirectly, arising from the issuance negligence of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnifyReleased Party, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of them, but not those caused by their gross negligence or willful misconduct. I represent that the medical information I have provided above is current, accurate and complete. I authorize NatureBridge staff to administer first aid, including, where permitted by applicable law, the administration of epinephrine by auto-injector, as well as the administration of “over the counter” medications, including aspirin, Tylenol, ibuprofen, Benadryl, Neosporin, Imodium, laxatives and similar medications. If my Minor Participant has a known life- threatening allergy, or if I have been advised by a health-care provider that the Minor Participant should be prepared for a possible serious allergic reaction, my Minor Participant has been provided with auto-injectable epinephrine and has been instructed by a physician as to its use; in addition, I have instructed my Minor Participant to have the auto-injectable epinephrine on their person and available at all times during the Program. If my Minor Participant is enrolling in the Program as part of a school or other persons intended group, I have also informed the person in charge of the school or other group of this allergy and any applicable physician -prescribed protective measures. I confirm that I have, or my Minor Participant has, the ability to hike up to 5 miles per day with up to a 2,000 feet elevation gain without presenting a risk of harm to myself, my Minor Participant, and/or others. I authorize any adult chaperone or member of NatureBridge staff to obtain medical care for my Minor Participant (or for me, if I am unable to consent), and hereby consent to any X-ray, examination, anesthetic, diagnosis, treatment and/or hospital care that may be indemnified thereby recommended by a licensed physician and/or dentist. In the event of minor illnesses or insufficient injuries, I understand that NatureBridge will attempt to hold it contact me at the earliest practicable opportunity. In the event of a major illness or any of them harmlessinjury, then I understand that NatureBridge will attempt to contact me before the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result commencement of any medical treatment, unless my Minor Participant’s condition is such obligationthat treatment must be commenced immediately before contact with me can be made. If I cannot be reached, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, this authorization remains in full force and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handeffect.

Release and Indemnification. A) The Owner acknowledges thatterms of this Article shall apply to claims or causes of action which (1) arise out of the use of the Premises, (2) arise out of the use of any steps, ladders, ramps, and/or loading docks, (3) arise during the Term or any period during which the Tenant is in issuing IRS Form 8609(spossession of the Premises, B) with respect The Tenant releases the Landlord, its employees, and its agents from any claim or cause of action by the Tenant for any injury, death, damage, loss, liability or expense, including without limitation, any claim for personal injury or property damage unless same are due to the Projectacts or negligence of Landlord, the Authority is relying or will rely upon information and representations given by its employees or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows:its agents. (aC) The Owner agrees to release Tenant shall defend, indemnify, and forever discharge hold the AuthorityLandlord, its members, employees, agents, officers, successors and assigns of and its agents harmless from any claim or cause of action by any person, other than the Tenant or any person or entity holding the Tenant's interest under this lease, for any injury, death, damage, loss, liability or expense, including without limitation, any claim for personal injury or property damage unless same are due to the acts or negligence of Landlord, or its employees or its agents. D) The terms of this Article shall apply only to direct damages, compensatory damage, fines, reasonable attorneys' fees, court costs, and all claimscost of suit, demands, interest. E) The "claims or causes of actions" referenced hereinabove in this Article shall include the following causes or events: a) the defective or damaged condition of any part of the Premises b) the stoppage, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting frommalfunction, or on account breakdown of any of the mechanical systems within the Premises c) the stoppage, reduction, malfunction, or pertaining tobreakdown of any utility service within the Premises; d) the active or passive negligence of any person, whether directly or indirectlyexcept the Landlord, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authorityits employees, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect agents to the Project. If any extend such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense active or passive negligence of any such claim. The Owner will assume the defense of any such asserted claim person is covered by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseTenant's insurance coverage. (ce) If the indemnification provided in subsection (b) isan Act of God, for any reasonforce majeure, either unavailable or weather condition, including, without limitation, temperature, dampness, humidity, wind, rain, lightning, sleet, snow, hail, ice, flood, tornado, hurricane, or earthquake to the Authority or any of extent the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmlesssame are covered by Tenant's insurance coverage. f) falling objects, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligationwater, claimsteam, lossfire, demandsmoke, costexplosion, expensevermin, strike, riot, insurrection, public enemy, or judgment. The amount war to be contributed the extent same are covered by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handTenant's insurance coverage.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect In exchange for being allowed to the Project, the Authority is relying or will rely upon information and representations given by or on behalf use any of the Owner Services provided by SMMS or Course, You (acting for You and has made or will make no independent investigation for all of Your family, heirs, agents, affiliates, representatives, successors, and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (aassigns) The Owner agrees to release hereby expressly fully and forever discharge the Authorityrelease, its membersdischarge, indemnify, and hold harmless SMMS and Course, and each of their owners, managers, affiliates, employees, agents, officersrepresentatives, successors successors, and assigns of and from (the “Released Persons”) for any and all claims, injuries, demands, liabilities, disputes, causes of actionsaction (including statutory, judgments and executions which Owner has contract, negligence, or may hereafter have against the Authorityother tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether in law or in equityincurred pre-litigation, arising or resulting frompre-trial, at trial, on appeal, or on account otherwise), damages of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense kind whatsoever (including the costs of the investigation and settlement of any claimconsequential, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromcompensatory, or on account of punitive damages), or pertaining tolosses (whether known, whether directly or indirectlyunknown, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, unasserted, fixed, conditional, or contingent) to You or any indemnified party hereunder will give prompt notice third party, that arise from or relate to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (ci) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the Services, including any Vehicle, equipment or related information, and/or (ii) Your use of any of the foregoing (“Claims”), that You or any third party may have or may have against any Released Person, including but not limited to all liability for any property loss or damage, personal injury or loss of life, regardless of the cause, whether based upon breach of contract, breach of warranty, negligence or any other persons legal theory, except for claims based on Released Persons’ gross negligence or intentional misconduct. To the fullest extent permitted by law, this release and hold harmless agreement includes any and all Claims related to or arising from the sole or partial negligence of any Released Persons. You hereby expressly waive any claims against the Released Persons which You do not know or suspect to exist in Your favor at the time of use of the Services, and expressly waives Your rights under any statutes that purport to preserve Your unknown claims. Such releases are intended to be indemnified thereby or insufficient to hold it or any general and complete releases of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and Claims. The Released Persons may plead such other persons releases as a result complete and sufficient defense to any Claim, as intended third party beneficiaries of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handreleases.

Release and Indemnification. The Owner acknowledges thatProducer, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information for herself/himself/itself and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge any of the basis for such information and representations. Accordinglyher/his/its collaborators, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its membersaffiliates, employees, agentsvolunteers, contractors, funders, representatives, and agents (collectively, “Releasors”), assumes all risk of injury or loss and hereby releases, waives, discharges, and covenants not to sue Burning Man or its officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agentsdirectors, employees, successors collaborators, affiliates, volunteers, contractors, funders, representatives, and assigns agents (collectively, “Releasees”) from all claims and liability, known and unknown, that are or may be owed to Releasors and Releasors’ personal representatives, assigns, heirs, and next of kin, for any obligationloss or damage of any sort arising out of or relating to the Production, the Recorded Content, and/or Producer’s attendance at the Event. Releasors expressly waive all rights they may have under Section 1542 of the California Civil Code, which states: A GENERAL RELEASE DOES NOT EXTEND THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. If, however, any Releasee files a claim against Releasors, Releasors may file a counterclaim or cross- complaint related to the same facts and circumstances. Releasors expressly agree the release and waiver herein are intended to be as broad and as inclusive as permitted by governing law. Nothing in this Section is intended to release any nonperformance or breach of this Agreement by Burning Man. Releasors shall indemnify, defend, and hold Releasees harmless from and against any claim, suit, loss, demand, costor damage, expense actual or threatened, valid or invalid, and from any damages, judgments, liabilities, costs, and expenses (including the costs of the investigation and settlement of any claimreasonable attorneys’ fees), and including reasonable attorney's fees) direct or judgment against the Authority indirect, arising or resulting from, or on account out of or pertaining to, whether directly or indirectlyrelating to the Production, the Authority's issuance of a Form 8609 with respect to Recorded Content, and/or Producer’s attendance at the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseEvent. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatParent and Buyers hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), from any liability, damage, loss, cost or expense incurred by Parent or Buyers to the extent resulting from (a) any action taken or not taken by any Escrow Agent Party in issuing IRS Form 8609(s) good faith upon advice of Escrow Agent’s counsel given with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, any questions relating to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromobligations under this Agreement, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees any action taken or not taken by any Escrow Agent Party in reliance upon any document, including any written notice provided to indemnifyEscrow Agent pursuant to this Agreement, save harmless as to the due execution and defend the Authorityvalidity and effectiveness of such document, and its members officersthe truth and accuracy of any information contained therein, agentswhich such Escrow Agent Party in good faith believes to be genuine, employeesto have been signed or presented by a duly authorized person or persons and to comply with the terms of the Purchase Agreement and this Agreement, successors except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Parent and assigns from Buyers, jointly and severally, shall indemnify and hold harmless any obligationEscrow Agent Party against any liability, claimdamage, loss, demandcost or expense, costincluding, expense (including the costs of the investigation without limitation, reasonable attorneys’ fees and settlement of any claimcourt costs, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect incurred by such Escrow Agent Party to the Project. If extent resulting from the performance by any such claim is assertedEscrow Agent Party of Escrow Agent’s obligations under this Agreement, any indemnified party hereunder will give prompt notice except to the Owner and will cooperate in extent resulting from the investigation and defense gross negligence, willful default, intentional misconduct or breach of any trust by such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseEscrow Agent Party. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Internal Revenue Service Form 8609(s) 8609 with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS the Form 8609(s)8609, the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thatSublessee will save Sublessor harmless, in issuing IRS Form 8609(s) with respect to the Projectand will exonerate, the Authority is relying defend and indemnify Sublessor, from and against any and all claims, liabilities or will rely upon information and representations given penalties asserted by or on behalf of the Owner and has made any person, firm, corporation or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as followspublic authority: (a) The Owner agrees On account of or based upon any injury to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromperson, or loss of or damage to property, sustained or occurring on the Premises on account of or pertaining tobased upon the act, whether directly omission, fault, negligence or indirectly, the issuance misconduct of a Form 8609 with respect to the Project by the Authority.any person whomsoever (other than Sublessor); (b) The Owner hereby agrees On account of or based upon any injury to indemnifyperson, save harmless and defend or loss of or damage to property, sustained or occurring elsewhere (other than on the AuthorityPremises) in or about the Property (and, and its members officersin particular, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including without limiting the costs generality of the investigation and settlement of any claimforegoing, and including reasonable attorney's fees) on or judgment against about the Authority arising or resulting fromelevators, stairways, public corridors, sidewalks, approaches, areaways, or other appurtenances and facilities used in connection with the Property or the Premises) arising out of the use or occupancy of the Property or the Premises by the Sublessee, or by any person claiming by, through or under Sublessee, on account of or pertaining tobased upon the act, whether directly omission, fault, negligence or indirectlymisconduct of all persons other than and those for whose conduct the Sublessor is legally responsible; (c) On account of or based upon (including monies due on account of) any work or thing whatsoever done (other than by Sublessor or its contractors, or agents or employees of either) on the Authority's issuance Premises during the term of a Form 8609 with respect this Sublease and during the period of time, if any, prior to the Project. If commencement of the Term that Sublessee may have been given access to the Premises; and (d) On account of or resulting from the failure of Sublessee to perform and discharge any of its covenants and obligations under this Sublease and, in respect of any of the foregoing, from and against all costs, expenses (including reasonable attorneys' fees), and liabilities incurred in or in connection with any such claim is assertedclaim, or any indemnified party hereunder will give prompt notice to the Owner action or proceeding brought thereon; and will cooperate in the investigation and defense case any action or proceeding be brought against Sublessor by reason of any such claim. The Owner will assume the defense of any , Sublessee upon notice from Sublessor shall at Sublessee's expense resist or defend such asserted claim by engaging action or proceeding and employ counsel approved by the indemnified party (which approval shall not be unreasonably withheld)therefor reasonably satisfactory to Sublessor, it being understood agreed that the indemnified party shall have the right to employ its own separate such counsel and participate as may act for insurance underwriters of Sublessee engaged in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner defense shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handdeemed satisfactory.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) No Member shall be liable to the Shareholder for any acts or omissions as a member of the Committee except for his or her own bad faith or willful misconduct. Except with respect to the Projectclaims based upon such bad faith or willful misconduct that are successfully asserted against such Member, the Authority is relying or will rely upon information Shareholder and representations given by or on behalf of the Owner other Represented Shareholders shall jointly and has made or will make no independent investigation severally indemnify and does not hold harmless each Member from and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from against any and all damages, losses, liabilities, claims, demands, causes of actions, judgments costs and executions which Owner has expenses, including reasonable attorneys' fees and disbursements, arising out of and in connection with the Merger Agreement, the Escrow Agreement or may hereafter have against this Agreement and the Authority, whether in performance of his or her duties hereunder or thereunder. Such Member shall not be liable for any mistake of fact or of law or in equityany error of judgment. Each Member and the Committee is authorized to comply with and obey laws, arising or resulting fromorders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or on account arbitrator. If a Member complies with any such law, order, judgment, decree, or regulation, such Member shall not be liable to the Shareholder or to any other person even if such law, order, judgment, decree or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation or beyond the scope of any constitution or pertaining tolaw. If (i) a Member is uncertain as to the Committee's duties or rights hereunder, whether directly (ii) has received any notice, advice, direction or indirectly, the issuance of a Form 8609 other document from any other party with respect to this Agreement, the Project by Merger Agreement or the Authority. (b) The Owner hereby agrees to indemnifyEscrow Agreement which, save harmless and defend in the AuthorityMember's opinion, and its members officers, agents, employees, successors and assigns from is in conflict with any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement provisions of any claimthis Agreement, and including reasonable attorney's fees) the Merger Agreement or judgment against the Authority arising or resulting fromEscrow Agreement, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of (iii) is aware that a Form 8609 dispute has arisen with respect to this Agreement, the Project. If any such claim is assertedMerger Agreement or the Escrow Agreement, any indemnified party hereunder will give prompt notice each Member and the Committee shall be entitled, without liability to the Owner Shareholder, to use their best efforts to perform their duties under this Agreement, the Merger Agreement and will cooperate the Escrow Agreement until the Committee is directed otherwise in writing by an order, decree, or judgment of a court of competent jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is no longer subject to appeal or by an accountants' or arbitrators' determination as provided in the investigation and defense of any such claim. The Owner will assume Merger Agreement or the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expenseEscrow Agreement. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to making the ProjectCarryover Allocation, the Authority is relying or will rely relied upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s)make the Carryover Allocation, the Owner agrees as follows: (a) : The Owner hereby agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner any of the Owners has or may hereafter have against the AuthorityAuthority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance Authority's making of a Form 8609 with respect to the Project by the Authority. (b) Carryover Allocation. The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance making of a Form 8609 with respect to the ProjectCarryover Allocation. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) . If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner LICENSEE, for itself, its successors and assignees, agrees to and hereby does release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and COLT from any and all claimsclaims and liability for damage to property, demandsproperty loss or personal injury or death which may be sustained by LICENSEE and which in any way arises from or is connected with performance of this Agreement or the sale of any Products. LICENSEE shall indemnify and hold COLT harmless from and against any and all foreseen and unforeseen liabilities to third parties, causes including any claim, damage, loss, expense or other injury (including reasonable attorney’s fees and other fees and costs), arising during or after the term of actionsthis Agreement in anyway arising out of LICENSEE’s activities hereunder, judgments and executions which Owner has including without limitation any actual or may hereafter have against alleged: (i) breach or violation by LICENSEE of this Agreement; (ii) other act of commission or omission outside the Authorityscope of LICENSEE’s authority, (iii) defect in the Product or other products permitted hereunder or their packaging, whether latent or patent including failure of said articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, state or local laws or standards; (iv) claim by any and all employees or subcontractors permitted by LICENSEE to produce or participate in law the production of such articles; and (v) improper reproduction or in equityuse of the COLT Trademarks or of any copyright, arising service ▇▇▇▇, patent, confidential information and privacy, publicity or resulting from, or on account of or pertaining to, whether directly or indirectly, other rights. In the issuance case of a Form 8609 legal or other proceeding by a third person against LICENSEE and COLT, notwithstanding LICENSEE’s obligation hereunder, COLT shall have the right, in its discretion, to control all aspects of such proceeding (including choice of attorney and settlement) and LICENSEE shall assist and fully cooperate with respect to COLT in connection with such proceeding provided that LICENSEE, at its own expense, shall have the Project right of appearance by the Authoritycounsel of its own selection. (b) The Owner hereby COLT, for itself, its successors and assignees, agrees to indemnifyindemnify and hold LICENSEE harmless from and against any and all foreseen and unforeseen liabilities to third parties, save harmless and defend the Authorityincluding any claim, and its members officers, agents, employees, successors and assigns from any obligation, claimdamage, loss, demand, cost, expense or other injury (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) ’s fees and other fees and costs), arising during or judgment against after the Authority term of this Agreement in any way arising or resulting from, or on account out of or pertaining to, whether directly connected with a claim that LICENSEE’s use of the Trade Name or indirectly, the Authority's issuance of a Form 8609 with respect to COLT Trademarks infringes on the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense rights of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval other party, provided that this indemnity obligation shall not be unreasonably withheld)extend to any claim relating to a use by LICENSEE of the Trade Name or any COLT Trademark in violation of the terms of this Agreement. In the case of such a legal or other proceeding by a third person against LICENSEE and COLT, it being understood notwithstanding COLT’s obligation hereunder, LICENSEE shall have the right, in its discretion, to control all aspects of such proceeding (including choice of attorney and settlement) and COLT shall assist and fully cooperate with LICENSEE in connection with such proceeding provided that the indemnified party COLT, at its own expense, shall have the right to employ of appearance by counsel of its own separate counsel and participate in such proceedings at its own cost and expenseselection. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. a. Neither CSC, nor its officers, directors, agents or members, or the Town ofCohasset, shall be liable to User or User’s guests, agents, employees artists, and the like, for any death, injury, damage or other loss suffered byany of them relating to this Agreement or the transactions contemplated hereby, or arising out of the Event, including without limitation in connection with or as a result of User’s or User’s guests agents, employees or artists; use of Founders’ Hall, the Rental Premises or the surrounding areas, except that CSC shall be liable for its own gross negligence or willful misconduct. The Owner acknowledges that, in issuing IRS Form 8609(s) provisions of this subsection shall survive the termination of this Agreement with respect to any damage injury or loss occurring prior to the Projecttermination of this Agreement. b. User herby agrees to indemnify and hold harmless CSC, its officers, directors, agents and members, and the Authority is relying Town of Cohasset (“Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,costs, expenses, and disbursements of any kind or will rely upon information nature whatsoever (including the reasonable fees and representations given by or on behalf disbursements of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis counsel for such information and representations. AccordinglyIndemnitees in connection with any investigative, administrative or judicialproceedings, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any such Indemnitee in any manner relating to induce or arising out of this Agreementor the Authority to issue IRS Form 8609(s)transactions contemplated hereby, the Owner agrees including without limitation in connection with or as follows: (a) The Owner agrees to release and forever discharge the Authoritya result of User or User’s guests, its membersagents, employees, or artists, use of the Rental Premises, including Founders’ Hall, or the surrounding areas, and any breach of this Agreement, except that User shall have no obligation to any Indemnitee hereunder with respect to any liability arising from the gross negligence or willful misconduct of that Indemnitee. The provisions of this subsection shall survive the termination of this Agreement with respect to any damageinjury or loss occurring prior to the termination of this Agreement. c. User agrees to forever RELEASE CSC, its officers, agents, officersemployees, successors volunteers, booking agent and assigns any and all organizations assisting or participating in voluntary uses of and the Rental Premises, including Founders’Hall from any and all claims, demands, actions and causes of actions, judgments and executions which Owner has action that arise from or may hereafter have against relate to User’s use of the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the AuthorityRental Premises. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authorityd. User further affirms that User has read this Paragraph 6, and that User understands its members officerscontents. User understands that participation in the Eventby User's guests is voluntary and that User's guests and User are free to choose not to participate in said programs. By signing this Agreement, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs User affirms that User has decided to allow User's guests to participate inthe use of the investigation Rental Premises with full knowledge that the Indemnitees will not be liable to anyone for personal injuries or property damage. e. Permission is granted for any emergency medical treatment needed. f. User acknowledges that CSC and settlement of any claim, the other Indemnitees are relying on User’s obligations hereunder and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect that CSC would be unwilling to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate enter intothis Agreement in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any absence of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority release and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handindemnities contained herein.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to Lessee and Applicant, for themselves, their respective successors and assigns, hereby release and forever discharge the AuthorityLessor, including any incorporator, member, director, officer, employee, counsel or agent of Lessor, its members, employees, agents, officers, successors and assigns of and assigns, from any and all claims, demands, causes of actionsaction, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting fromaccounting, or on account of or pertaining toany other matter arising in connection with the Project, whether directly or indirectlyprovided, the issuance of a Form 8609 with respect however, nothing contained herein shall be deemed to the Project by the Authorityrelease Lessor from its undertakings pursuant to this Lease. (b) The Owner Applicant, for itself, its successor and assigns, hereby agrees to indemnifyreleases and forever discharges Lessee, save harmless and defend the Authorityincluding any incorporator, and member, director, officer, employee, counsel or agent of Lessee, its members officers, agents, employees, successors and assigns assigns, from any obligationclaims, claimdemands, losscauses of action, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromaccounting, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 any other matter arising in connection with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If Lessee covenants and agrees, at its expense, to pay, and to indemnify and save Lessor, and any incorporator, officer, director, agent, counsel, or employee of Lessor, harmless, against and from any and all claims by or on behalf of any person, firm, corporation, or governmental authority, arising from (i) the indemnification provided occupation, use, possession, conduct, or management of or from any work done in subsection or about the Real Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Real Property or the occupancy or use thereof, (bii) isany condition of the Real Property and the adjoining sidewalks and passageways, for (iii) any reasonbreach or default on the part of Lessee in the performance of any covenant or agreement to be performed by Lessee pursuant to this Lease, either unavailable to the Authority (iv) any act or negligence of Lessee, or any of its agents, contractors, servants, or employees, or (v) Lessor's ownership of the other persons intended Real Property, Lessor being an Owner under the Declaration, the making of this Lease or any transactions related thereto, and from and against all costs, reasonable counsel fees, expenses, and liabilities incurred in any action or proceeding brought by reason of any claim referred to in the foregoing subsection, except to the extent Applicant is obligated to indemnify Lessor pursuant to this Lease or otherwise. (d) Applicant covenants and agrees, at its expense, to pay, and to indemnify and save Lessor, and any Incorporator, officer, director, agent, counsel, or employee of Lessor, harmless, against and from any and all claims by or on behalf of any person, firm, corporation, or governmental authority, arising from (i) the occupation, use, possession, conduct, or management of or from any work done in or about the Real Property or from the sub-assignment or sub-subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Project or the occupancy or use of the Real Property, (ii) any condition of the Real Property, (iii) any breach or default on the part of Applicant in the performance of any covenant or agreement to be indemnified thereby performed by Applicant pursuant to this Lease, (iv) any act or insufficient to hold it negligence of Applicant, or any of them harmlessits agents, then contractors, servants, employees, or licensees, (v) any accident, injury, or damage whatsoever caused to any person, firm, or corporation, in or about the Owner hereby agrees to contribute to Real Property, or (vi) Applicant's interest in and use and occupancy of the Real Property, the making of this Lease or any transactions related thereto, and from and against all amounts paid costs, reasonable counsel fees, expenses, and liabilities incurred in any action or payable proceeding brought by the Authority and such other persons as a result reason of any such obligationclaim referred to in this Section. (e) Upon notice from Lessor, claimeither Lessee or Applicant, lossas applicable, demandshall defend Lessor or any of its incorporators, costofficers, expensedirectors, agents, counsel, or judgmentemployees (collectively, "Lessor's Agents"), in any action or proceeding brought in connection with any of the above. The amount In the event Lessee or Applicant shall fail or refuse to be contributed by the Owner defend Lessor or Lessor's Agents when required above and after receipt of such notice, Lessor shall be entitled to provide its own defense and charge Lessee, or Applicant, as applicable, with its expenses incurred in connection therewith. (f) The provisions of this Section 5.3 shall survive the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees termination of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handthis Lease.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to making the ProjectCarryover Allocation, the Authority is relying or will rely relied upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s)make the Carryover Allocation, the Owner agrees as follows: (a) The Owner hereby agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner any of the Owners has or may hereafter have against the AuthorityAuthority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance Authority's making of a Form 8609 with respect to the Project by the AuthorityCarryover Allocation. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance making of a Form 8609 with respect to the ProjectCarryover Allocation. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges thata. Except for the willful acts of LICENSOR or the acts of gross negligence by LICENSOR, in issuing IRS Form 8609(s) with respect to the Projectits agents, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and servants, and/or employees, LICENSOR will not have independent knowledge be under any responsibility or liability for the safeguarding of the basis for such information LICENSEE's furniture, fixtures, equipment, or inventory. LICENSEE hereby indemnifies LICENSOR and representations. Accordingly, covenants to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and hold it harmless from any and all claimsliability, demandscosts, causes charges, and expenses of actionsany kind, judgments sort, or description arising directly or indirectly from LICENSEE's breach of this Agreement or from LICENSEE's occupancy of the Licensed Space, and executions which Owner has from any liability, costs, charges, and expenses resulting from any injury to person or may hereafter have against damage to property occurring in the Authority, whether in law Licensed Space or in equityconnection with LICENSEE's use thereof, arising except for acts of gross negligence or resulting fromwillful misconduct by LICENSOR, or on account of or pertaining toits agents, whether directly or indirectlyservants, the issuance of a Form 8609 with respect to the Project by the Authorityand/or employees. (b) The Owner b. LICENSOR hereby agrees to indemnifyindemnify LICENSEE from any and all liability, save harmless and defend costs, charges, or expenses of any kind, sort, or description arising directly or indirectly from LICENSOR's breach of this Agreement or from LICENSOR's or LICENSOR's willful acts or the Authorityacts of gross negligence by LICENSOR, and its members officers, agents, servants, and/or employees. c. LICENSOR WILL NOT BE LIABLE, successors and assigns from AND LICENSEE WAIVES ALL CLAIMS, FOR INJURY TO OR DEATH OF PERSONS OR DAMAGE TO OR LOSS OF PROPERTY SUSTAINED BY LICENSEE OR ITS INVITEES OR GUESTS RESULTING FROM THE IMPROVEMENTS OR ANY PART THEREOF OR ANY OF LICENSOR'S EQUIPMENT OR APPURTENANCES BEING OUT OF REPAIR FOR WHICH LICENSEE WAS RESPONSIBLE FOR REPAIRING, OR RESULTING DIRECTLY OR INDIRECTLY FROM ANY ACT OR NEGLIGENCE OF LICENSEE OR ANY OCCUPANT OF THE BUILDING OR OF ANY OTHER PERSON, OR FROM ANY OTHER CAUSE WHATSOEVER EXCEPT THE GROSS NEGLIGENCE OF LICENSOR, INCLUDING WITHOUT LIMITATION SUCH CLAIMS FOR DAMAGE RESULTING FROM: (i) equipment functioning improperly; (ii) LICENSOR's failure to keep the Licensed Space repaired; (iii) injury done or occasioned by wind; (iv) any obligationdefect in or failure of plumbing, claimheating, lossor air conditioning equipment, demandelectrical wiring, costor installation thereof, expense gas, water, or steam pipes, stairs, balconies, porches, railings, or sidewalks; (including v) broken glass; the costs of the investigation and settlement backing up of any claimsewer pipe or downspout; the bursting, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromleaking, or running of any tank, tub, wash stand, toilet, waste pipe, drain, or any other pipe or tank in, on, or about the Licensed Space; the escape of steam or hot water; (vi) the falling of any fixture, plaster, or stucco; and (vii) water, snow, or ice being on account of or pertaining tocoming through the roof or any skylight, whether directly trap door, stairs, walks, or indirectlyany other place on or near the Licensed Space, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expenseStore, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handotherwise.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release To the extent not expressly prohibited by law, Sublessee releases Sublessor and forever discharge the Authorityits agents, its membersservants, and employees, from, and waives all claims for damages to person and property sustained by Sublessee or by any occupant of the Premises or by any other person, resulting directly or indirectly from, fire or other casualty, cause, or any existing or future condition, defect, matter, or thing in or about the Premises, or the Building, or any part of it, or from any equipment or appurtenance therein, or from any accident in or about the Premises or the Building, or from any act or neglect of Sublessor, or its agents, officersservants and employees, successors or of any other person. This Paragraph 13 shall apply especially, but not exclusively, to damage caused by water, snow, frost, steam, excessive heat or cold, sewerage, gas, odors, or noise, or the bursting or leaking of pipes or plumbing fixtures, broken glass, sprinkling or air conditioning devices or equipment, or flooding of basements, and assigns shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of and the acts specifically enumerated above, or from any and all claims, demands, causes of actions, judgments and executions which Owner has other thing or may hereafter have against the Authoritycircumstance, whether of a like nature or of a wholly different nature. All personal property belonging to Sublessee or any occupant of the Premises that is in law the Premises or in equitythe Building shall be there at the risk of Sublessee only and Sublessor shall not be liable for damage thereto or theft or misappropriation thereof. Notwithstanding the foregoing, arising this release shall not operate as a release of Sublessor from liability for the negligent or resulting fromintentionally wrongful conduct of Sublessor (or its agents, servants or employees, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authorityany other person). (b) The Owner hereby To the extent not expressly prohibited by law, Sublessee agrees to indemnifydefend and hold Sublessor and its agents, save servants, partners, members, principals, shareholders, contractors, officers, directors and employees (collectively, the “Indemnitees”), harmless and defend to indemnify each of them from and against (i) all claims, losses, costs and damages (collectively “Losses”) of whatever nature incurred by the AuthorityIndemnitees arising from any act, omission or negligence of Sublessee, its contractors, licensees, agents, servants, employees, invitees or visitors, (ii) all Losses incurred by the Indemnitees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and its members officersoccurring during the Sublease Term in the Premises, (iii) all Losses incurred by the Indemnitees arising from any accident, injury or damage occurring outside the Premises, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Sublessee or Sublessee’s agents, employees, successors invitees or visitors and assigns (iv) all Losses incurred by the Indemnitees arising from any obligationbreach, claimviolation or nonperformance of any covenant, losscondition or agreement in this Sublease or under the Prime Lease set forth and contained on the part of Sublessee to be fulfilled, demandkept, costobserved and performed (including, expense (including without limitation, holding over in the costs Premises after the end of the investigation Sublease Term). This indemnity and settlement hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any claimkind or nature (including, without limitation, attorneys’ fees and disbursements) incurred in or in connection with any such Losses or proceeding brought thereon, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense thereof. Notwithstanding the foregoing provisions of any such asserted claim by engaging counsel approved by the indemnified party (which approval this Paragraph 13(b), Sublessee shall not be unreasonably withheld), it being understood that required to indemnify any of the Indemnitees to the extent the indemnified party shall have claim or Loss is a result of the right to employ its own separate counsel and participate in such proceedings at its own cost and expensenegligence or willful misconduct of any of the Indemnitees. (c) If To the indemnification provided extent not expressly prohibited by law, Sublessor agrees to defend and hold Sublessee and its agents, servants, partners, contractors, principals, shareholders, officers, directors and employees (collectively, the “Sublessee Indemnitees”), harmless and to indemnify each of them from and against all Losses of whatever nature against the Sublessee Indemnitees arising from the negligence or willful misconduct of Sublessor, its contractors, licensees, agents, servants, employees, invitees or visitors. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation, attorneys’ fees and disbursements) incurred in subsection (b) isor in connection with any such Losses or proceeding brought thereon, for any reasonand the defense thereof. Notwithstanding the foregoing provisions of this Paragraph 13(c), either unavailable Sublessee shall not be required to the Authority or indemnify any of the other persons intended Indemnitees to be the extent the indemnified thereby claim or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as Loss is a result of the negligence or willful misconduct of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on Sublessee Indemnitees. (d) The provisions of this Paragraph 13 (together with the one hand, and indemnifications set forth in any other section of this Sublease) shall survive the Authority and such other persons, on the other handexpiration or earlier termination of this Sublease.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) : The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) . The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense. (c) . If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or Representative (on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of Underwriters) releases the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and Paying Agent from any and all liabilities to which it may become subject insofar as such liabilities (or action in respect thereof) arise out of or are based upon any action taken or omitted to be taken by the Paying Agent pursuant hereto, except for any liabilities arising out of its gross negligence, willful misconduct, fraud, material breach of this Agreement or bad faith or any liabilities incurred by Paying Agent in any capacity other than as paying agent hereunder. The Selling Shareholder (the “Indemnifying Parties”) agrees to indemnify the Paying Agent for and to hold it harmless against any and all losses, claims, demands, causes damages or liabilities incurred on its part arising out of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equityconnection with its acting as Paying Agent pursuant hereto, arising as well as the reasonably incurred costs and expenses of investigating and defending any such losses, claims, damages or resulting fromliabilities, except to the extent such losses, claims, damages or on account liabilities are due to the Paying Agent’s gross negligence, willful misconduct, fraud, material breach of this Agreement or pertaining to, whether directly or indirectly, bad faith. In no case shall the issuance of a Form 8609 Indemnifying Parties be liable with respect to the Project any claim under this Section 2 by the Authority. Paying Agent against the Indemnifying Party unless the Paying Agent shall have notified such Indemnifying Party in writing (bin accordance with the notice provisions set forth herein) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement assertion of a claim against the Paying Agent or of any claim, and including reasonable attorney's fees) or judgment action commenced against the Authority arising or resulting fromPaying Agent, or on account promptly after the Paying Agent shall have received notice of or pertaining to, whether directly or indirectly, the Authority's issuance any such assertion of a Form 8609 claim or has been served with respect the summons or other first legal process giving information as to the Projectnature and basis of the claim. If any such claim is asserted, any indemnified party hereunder will give prompt notice The Indemnifying Parties shall be entitled to the Owner and will cooperate participate at their own expense in the investigation and defense of any suit brought to enforce any such claim. The Owner will , and, if the Indemnifying Parties so elect, the Indemnifying Parties shall assume the defense of any such asserted claim by engaging counsel approved by suit. In the indemnified party (which approval event that the Indemnifying Parties shall assume such defense, the Indemnifying Parties shall not thereafter be unreasonably withheld), it being understood liable for the fees and expenses of any additional counsel that the indemnified party Paying Agent retains, so long as the Indemnifying Parties shall retain counsel reasonably satisfactory to the Paying Agent to defend such suit. The Paying Agent agrees not to settle any litigation in connection with any claim or liability with respect to which the Paying Agent may seek indemnification from an Indemnifying Party without the prior written consent of the Indemnifying Party. The Representative (on behalf of the Underwriters) agrees that the Paying Agent may consult with counsel of its choice and it shall have the right to employ its own separate counsel full and participate in such proceedings at its own cost complete authorization and expense. (c) If the indemnification provided in subsection (b) is, protection for any reasonaction taken or suffered by them hereunder in good faith and in accordance with the reasonable opinion of such counsel. In no event shall the Paying Agent be liable for any special, either unavailable to the Authority indirect or any of the other persons intended to be indemnified thereby consequential loss or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result damage of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount kind whatsoever (including but not limited to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other handlost profits).

Release and Indemnification. The Owner acknowledges that(a) Holtec releases ELEA, ELEA’s members, and all officials, officers, employees and agents of the ELEA and ELEA’s members (collectively, the “Indemnitees”) from, agrees that the Indemnitees will not be liable for, and agrees to indemnify and hold the Indemnitees harmless from and against any and all liabilities, claims, suits, costs and expenses that are or may be imposed upon, incurred or asserted against the Indemnitees on account of: (i) any loss or damage to property or injury to or death of or loss by any person caused by Holtec’s willful misconduct or negligence in issuing IRS Form 8609(sinvestigating the Property prior to the Closing; (ii) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the construction, maintenance, operation, use or demolition of the Facility (iii) any storage activities at, on, in, under or about the Property; (iii) any other loss, claim, damage, penalty, liability, disbursement, litigation expense, attorneys’ fees, experts’ fees or court costs arising out of or in any way relating to clauses (i) and (ii); and (iv) any claim, action or proceeding brought with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(smatters set forth in clauses (i), the Owner agrees as follows:(ii) and (iii) above. (ab) The Owner Holtec releases the Indemnitees from, agrees that the Indemnitees shall not be liable for, and agrees to release indemnify and forever discharge hold the Authority, its members, employees, agents, officers, successors Indemnitees harmless from and assigns of and from against any and all claims, demandssuits, causes judgments, fines, penalties, assessments, natural resource damages, response costs (such as the cost of actionsany testing, judgments sampling, medical or other monitoring, cleanup, or other required response action), costs necessary to bring the Property or the Facility into compliance with Environmental Laws (as defined below) and executions other liabilities, together with attorneys’ fees and experts’ fees, costs and expenses which Owner has are or may hereafter have be imposed upon, incurred by, or asserted against the Authority, whether in law Indemnitees resulting from or in equityany way connected with the use, arising handling, mixing, generation, storage, manufacture, refining, release, transportation, treatment, disposal or resulting fromother release or presence, at, in, on, under or from the Property, of any Hazardous Material (as defined below), SNF, other radioactive substance, oils, asbestos in any form or conditions, or on account of any pollutant or pertaining tocontaminant or hazardous, whether directly dangerous or indirectlytoxic chemicals, materials or substances within the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs meaning of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting fromEnvironmental Laws, or on account any other applicable federal, state or local law, regulation, ordinance or requirement relating to or imposing liability or standards of conduct concerning any Hazardous Material, hazardous, toxic or pertaining todangerous waste, whether directly substance or indirectlymaterials, the Authority's issuance of a Form 8609 with respect all as now in effect or hereafter amended from time to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expensetime. (c) If As used in this Section 23, (i) “Environmental Laws” means any laws, statutes, regulations, orders or rules pertaining to health or the indemnification provided in subsection (b) is, for any reason, either unavailable environment that are applicable from time to time to the Authority Property or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other handFacility, and the relative degrees of fault of the Ownerconstruction, on the one handinstallation, operation, use and decommissioning of, and storage at, the Property or the Facility, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Authority Resource Conservation and such other personsRecovery Act of 1976 (“RCRA”), on the other hand.National Environmental Policy Act, the Clean Air Act, the Clean Water Act, the Water Quality Act of 1987, the New Mexico Water Quality Act, the New Mexico Hazardous