Indemnity. Each Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of any Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether # arising from or incurred in connection with any breach of a representation, warranty or covenant by any Borrower, or # arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. Any Borrower may participate at its expense in the defense of any such action or claim.

Indemnity. Without limiting the terms and conditions of the Lease, Tenant agrees to indemnify, protect, defend and hold Landlord and the other Landlord Parties harmless against any and all Claims arising from or in any way related to # the Tenant’s Work, # any negligence or willful misconduct of Tenant or Tenant’s Construction Agents, or anyone directly or indirectly employed by any of them, # Tenant’s non-payment of any amount arising out of the Tenant’s Work (except where such non-payment is solely the result of Landlord’s failure to disburse the Tenant’s Work Allowance as and when required hereunder), or # Tenant’s disapproval of all or any portion of any request for payment from Tenant’s Construction Agents. Such indemnity by Tenant shall also apply with respect to any and all Claims related in any way to Landlord’s performance of any ministerial acts reasonably necessary # to permit Tenant to complete the Tenant’s Work and # to enable Tenant to obtain any building permit or certificate of occupancy for all or any portion of the Premises.

Indemnity. To the extent permitted by law, the Optionee hereby agrees to indemnify and keep indemnified the Company, the Company as trustee for and on behalf of any related corporation and the Trustee for any tax liability.

Indemnity. Each Assignor jointly and severally agrees to indemnify, reimburse and hold Collateral Trustee, each other Secured Creditor and their respective successors, assigns, directors, employees, affiliates and agents (hereinafter in this [Section 7.1] referred to individually as “Indemnitee” and, collectively as “Indemnitees”) harmless from any and all liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments and any and all costs, expenses or disbursements (including reasonable attorneys’ fees and expenses) (for the purposes of this [Section 7.1] the foregoing are collectively called “expenses”) of whatsoever kind and nature imposed on, asserted against or incurred by any of the Indemnitees in any way relating to, arising out of or connected with # this Agreement, # any other document executed in accordance with the terms hereof, # the administration of this Agreement and the other documents executed in accordance with the terms hereof, # the exercise or enforcement of any of the terms of, or the preservation of any rights under any thereof, # the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Parity Lien Documents, or # the failure by any Assignor to perform or observe any of the provisions hereof; provided that no Indemnitee shall be indemnified pursuant to this [Section 7.1(a)] for losses, damages or liabilities to the extent caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Indemnitee agrees to promptly notify the relevant Assignor of any such assertion of which such Indemnitee has knowledge; provided that no delay by an Indemnitee in providing any such notification to an Assignor shall limit the indemnification obligation hereunder, except to the extent the relevant indemnified obligation to such Indemnitee has increased as a result of such delay.

Indemnity. (A) Subtenant hereby indemnifies and holds harmless Landlord from and against # all claims of whatever nature against Landlord arising from any act, omission or negligence of Subtenant, its contractors, licensees, agents, servants, employees or occupants, # all claims against Landlord arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the term in the Sublease Space, # all claims against Landlord arising from any accident, injury or damage occurring outside of the Sublease Space but anywhere within or about the Building, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Subtenant or Subtenant’s licensees, agents, servants, employees or occupants, # any breach, violation or non-performance of any covenant, condition or agreement in the Sublease set forth and contained on the part of Subtenant to be fulfilled, kept, observed and performed, and # any cost, liability or responsibility for the payment of any sales tax with respect to any installations, furniture, furnishings, fixtures or other improvements located, installed or constructed in the Sublease Space, or the filing of any tax return in connection therewith (although Landlord agrees to execute any such return if required by law) regardless of whether such tax is imposed upon Landlord, Tenant or Subtenant.

Indemnity. Subject always to Section 9(i), the Issuer hereby indemnifies and holds harmless the Custodian, its Affiliates and their respective officers, directors, employees, representatives and agents (collectively referred to for the purposes of this Section 5(a) as the Custodian), against any loss, claim, damage, expense (including, without limitation, reasonable attorneys’ fees and expenses) or liability, joint or several, or any action in respect thereof, to which the Custodian may become subject, whether commenced or threatened, insofar as such loss, claim, damage, expense, liability or action arises out of or is based upon the execution, delivery or performance of this Agreement, but excluding any such loss, claim, damage, expense, liability or action arising out of the bad faith, gross negligence or willful misconduct of the Custodian, and shall reimburse the Custodian promptly upon demand for any legal or other expenses reasonably incurred by the Custodian in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred. The indemnification and agreement set forth in this Section 5(a) shall survive the termination of this Agreement.

Indemnity. From and after the date of Closing, # Seller agrees to indemnify, protect, defend and hold Buyer, its directors, officers, employees, partners, lenders and agents harmless from and against all claims, actions, losses, damages, costs and expenses, including, but not limited to, reasonable attorney’s fees and court costs and liabilities (except those caused solely by the willful misconduct or grossly negligent acts or omissions of Buyer or its directors, officers, employees, partners, lenders and agents), arising out of the ownership and operation of the Property prior to the date of Closing which arise in tort, or related to the actual or alleged injury to, or death of, any person or loss of or damage to property in or upon the Property; and # Buyer agrees to indemnify, protect, defend and hold Seller, its directors, officers, partners, employees, lenders and agents harmless from and against all claims, actions, losses, damages, costs and expenses, including, but not limited to, reasonable attorney’s fees and court costs and liabilities (except those caused solely by the willful misconduct or grossly negligent acts or omissions of Seller or its directors, officers, partners, employees, lenders and agents), arising out of the ownership and operation of the Property by Buyer from and after the date of Closing, which arise in tort, or related to the actual or alleged injury to, or death of, any person or loss of or damage to property in or upon the Property. The provisions of this [Section 9.18] shall survive Closing.

Indemnity. Company will defend, indemnify, and hold harmless Service Provider, Landlord under the Prime Lease, and their respective affiliates, partners, members, officers, directors, managers, employees, agents, contractors, licensees and invitees (“Indemnified Parties”) from and against all suits, claims, demands, liability, damages, costs, and expenses relating to third party claims of every kind and nature, including reasonable attorneys’ fees and expenses, arising out of or relating to breach or default by Company of this Agreement and the acts or omissions of Company’s Personnel.

Indemnity. Licensee will defend, indemnify, and hold Licensor harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to this Agreement, or any activities of Licensee concerning the Licensed Products or [[Licensor:Organization]] Biocatalysts, including, but not limited to, # Licensee’s breach of this Agreement, # Licensee’s violation of any applicable Laws, or otherwise engaging in unethical business practices, in the course of manufacturing, the Licensed Products, # Licensee engaging in activities with respect to the Licensed Products which damage, tarnish, or prejudice the reputation of Licensor or Butamax, in Licensor’s sole discretion, # Licensee’s failure to implement or comply with security procedures to protect the Confidential Information included in Licensed Know-How, Licensed Patents, or [[Licensor:Organization]] Biocatalysts, or # Licensee’s use, storage or disposal of [[Licensor:Organization]] Biocatalysts and the Licensed Product. Licensor will notify Licensee promptly of any claim for which Licensor believes it is entitled to indemnification under this Section and which Licensor desires Licensee to defend. However, Licensor’s failure to provide such notice or delay in providing such notice will relieve Licensee of its obligations under this Section only if and to the extent that such delay or failure materially prejudices Licensee’s ability to defend such claim. Licensor will have the right to participate in the defense of such claim with its own counsel and at its own expense. Licensor will cooperate with Licensee, at Licensee’s reasonable request and at Licensee’s reasonable expense, in the defense of such claim. No settlement of a claim will be binding on Licensor without Licensor’s prior written consent. Licensor will defend, indemnify, and hold Licensee harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to Licensor granting the licenses under this Agreement.

Indemnity. In addition to the compensation or payments required by Section 5.8 [Increased Costs] or Section 5.9 [Taxes], the Borrower shall indemnify each Lender against all NAI-1516386111v16