Environmental Indemnity Agreement. On the Effective Date, each Credit Party shall have duly authorized, executed, and delivered an Environmental Indemnity Agreement in the form of [Exhibit H] (as amended, modified or supplemented from time to time, the “Environmental Indemnity Agreement”).

Environmental Indemnity; Guaranty of Recourse Obligations. The Agent shall have received from each Borrower the final Environmental Indemnity, duly executed by each of the Guarantors and Borrowers, and the final Guaranty of Recourse Obligations, duly executed by each of the Guarantors.

Indemnity. The Borrowers further agree to defend, protect, indemnify and hold harmless the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger, each Lender and each Issuing Bank and each of their respective Affiliates, and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the willful misconduct or gross negligence of such Indemnitee with respect to the Loan Documents. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder to any Indemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, fraud, or willful misconduct of such Indemnitee or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this [Section 8.2]. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this [Section 8.2] shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder. This [Section 8.2] shall not apply with respect to Taxes, which shall be governed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a non-Tax claim.

Indemnity ​ shall indemnify, hold harmless, and, at ​’s option (with such attorneys as ​ may reasonably approve in advance and in writing), defend ​, the ​ Parties, mortgagees and other lien holders, from and against any and all Losses (as hereinafter defined) arising from or related to: # any violation or alleged violation by ​ or any of ​’s Agents of any of the Laws, including, without limitation, the Hazardous Materials Laws; # any breach of the provisions of this Section 29.37 or any subsection thereof by ​ or any of ​’s Agents; # any Hazardous Materials Usage on, about or from the Premises, the Project or Common Areas of any Hazardous Materials approved by ​ under this Lease, or # ​’s exercise of its cure rights in Article 26, above. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of ​’s interest in the Premises, the Property, or the Project, damages for the loss or restriction on use of any space or amenity within the Building, the Property, or the Project, damages arising from any adverse impact on marketing space in the Project, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and the costs of cleanup, remediation, removal and restoration.

Indemnity. Merchant will indemnify, defend and hold Purchaser harmless from and against all lawsuits, costs, causes of action, judgments, complaints, orders, and claims, including, without limitation, attorneys’ fees arising from or relating to any claim that Merchant has breached this Agreement or that any representation, warranty, or statement Merchant has made is not accurate. Purchaser will notify Merchant of any claim for indemnity hereunder, select counsel of Purchaser’s choice, and Merchant will promptly pay all defense costs and satisfy any judgments.

Indemnity. Subject to Paragraph 11.2, Tenant shall indemnify, defend by counsel reasonably acceptable to Landlord, protect and hold harmless Landlord and its affiliates, and each of their respective directors, shareholders, partners, lenders, members, managers, contractors, affiliates and employees (collectively, “Landlord Indemnitees”) from and against all claims, losses, liabilities, causes of suit or action, judgments, damages, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees, consultant’s fees, and court costs) arising from or asserted in connection with the use or occupancy of the Premises, the Building or the Project by Tenant or any Tenant Party, or any negligence or misconduct or omissions of Tenant or of any Tenant Party in or about the Premises or the Project, or Tenant’s breach of any of its covenants under this Lease, except in each case to the extent arising from the gross negligence or willful misconduct of Landlord or any Landlord Indemnitee. Except to the extent expressly provided in this Lease, Tenant hereby waives all claims against and releases Landlord and each Landlord Indemnitee for any injury to or death of persons, damage to property or business loss in any manner related to # Tenant’s use and occupancy of the Premises, the Building or the Project by or from any cause whatsoever (other than Landlord’s gross negligence or willful misconduct), # acts of God, # acts of third parties, or # any matter outside of the reasonable control of Landlord. This Paragraph 11.3 shall survive termination or expiration of this Lease.

Indemnity. TLC agrees to indemnify TLC Hong Kong against any actual damages, costs, expenses and losses incurred by TLC Hong Kong arising from a Third Party’s claim alleging the infringement of intellectual property by the TLC Products, recalls or corrective actions resulted from the TLC Products manufactured pursuant to TLC’s requirements or TLC Products supplied or manufactured by TLC or TLC’s breach of the terms and conditions of this Agreement, to the extent that they are reasonably foreseeable. TLC Hong Kong will indemnify TLC against any actual and foreseeable damages, costs, expenses and losses incurred by TLC arising from TLC Hong Kong’s breach of this Agreement, to the extent that they are reasonably foreseeable. Any breach of the terms and conditions of this Agreement by TLC Hong Kong’s subsidiaries or its sublicensees shall be imputed to TLC Hong Kong.

SUBJECT TO THE PRIORITY OF PAYMENTS SET FORTH IN THE INDENTURE, THE ISSUER SHALL INDEMNIFY THE ADMINISTRATOR, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AFFILIATES AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT THE ADMINISTRATOR IS A PARTY THERETO) WHICH ANY OF THEM MAY PAY OR INCUR ARISING OUT OF OR RELATING TO THIS ADMINISTRATION AGREEMENT AND THE SERVICES CALLED FOR HEREIN; PROVIDED, HOWEVER, THAT SUCH INDEMNITY SHALL NOT APPLY TO ANY SUCH LOSS, CLAIM, DAMAGE, PENALTY, JUDGMENT, LIABILITY OR EXPENSE RESULTING FROM THE ADMINISTRATOR’S NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.

In connection with the Company’s engagement of Wainwright hereunder, the Company hereby agrees to indemnify and hold harmless Wainwright and its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, whether or not the Company is a party thereto (collectively a “Claim”), that are # related to or arise out of # any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or # any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of Wainwright, or # otherwise relate to or arise out of Wainwright’s activities on the Company’s behalf under Wainwright’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any such Indemnified Person for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of Wainwright except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.

The Lender agrees to indemnify and hold harmless the Company, its affiliates and their respective officers, directors, employees, agents and controlling persons (collectively, the “Company Indemnified Parties”) from and against, any and all Loss suffered or incurred by any Company Indemnified Party by reason of any misrepresentation or breach of warranty by the Lender or, after any applicable notice and/or cure periods, nonfulfillment of any covenant or agreement to be performed or complied with by the Lender under this Agreement; and will promptly reimburse the Company Indemnified Parties for all expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with any Proceedings.

Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the ​ indemnifies and holds Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to, or participant in, any Proceeding (including a Proceeding by or in the right of the ​), including, without limitation, any and all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that will exist on the ​’s obligations pursuant to this Agreement will be that the ​ will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, in Sections 6 and 7) to be unlawful.

Owners’ Indemnity. Owners shall indemnify, hold harmless and defend Service Provider, its present and future Affiliates and the respective directors, officers, employees, representatives, agents, shareholders, attorneys, successors and assigns of each of them and all persons or entities claiming through them (collectively referred to as “Service Provider Persons Indemnified”), from and against # all third party claims associated with any injury of or death to natural persons or damage to or destruction of third party property to the extent that such injury, death or damage is proximately caused by or arises out of the negligence or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or its Representatives of work related to the Project; # any violation of Law to the extent such violation of Law is made by Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project; # any and all claims, demands, causes of action, damages, liabilities, losses, penalties, costs and expenses (including reasonable attorneys’ fees) associated with # the Release on or from the Site or any other location of any Hazardous Materials to the extent caused by the negligent acts or negligent omissions or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project, or # contamination of the environment or injury to natural resources resulting from Hazardous Materials to the extent caused by the negligent acts or omissions or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project; # all third-party claims of delay, additional work, or other commercial claims, in all such cases arising after the Effective Date, by any third-party contractor having privity with Owners and performing work related to the Project, or by such contractor’s subcontractors, vendors or suppliers, performing work related to the Project; and # all third-party claims of delay, additional work, or other commercial claims, in all such cases arising after the Effective Date, by any third-party contractor having privity with Service Provider under a subcontract or purchase order listed on Exhibit H, Part B or a subcontract or purchase order the Owners direct the Service Provider to assume to permit Service Provider to perform the Services hereunder, or by such contractor’s subcontractors, vendors or suppliers, performing work related to the Project. This Owners’ indemnity obligation shall not apply to any claim arising out of Service Provider’s, its subcontractors’, or their Representatives’ # failure to comply with applicable Law, # reckless or intentionally wrongful conduct, including activities or actions that Service Provider knows are contrary to Owners’ written direction or position, which are not contrary to Law or the terms of this Agreement, or # actions other than those taken pursuant to this Agreement.

Tax Indemnity. Gordon acknowledges and agrees that the Company shall withhold and remit statutory deductions on amounts payable to Gordon under this Agreement. Gordon agrees to indemnify and hold harmless the Company and its directors and officers from any and all liability for tax, penalties, interest or any other amount of any kind whatsoever arising under one or more of the Income Tax Act (Canada), the Employment Insurance Act (Canada), the Canada Pension Plan Act, the Income Tax Act (BC), or any other similar statute of Canada or a province or territory thereof, that arises out of or with respect to any payments made to Gordon pursuant to this Agreement.

Parties' Indemnity. Subject to the terms of this Section, the Parties hereby agree to indemnify, defend and hold harmless the other Party and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ fees and expenses (“Damages”) asserted against or incurred by the Party by reason of or resulting from a breach by the other Party of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.

Seller Indemnity. Seller shall be responsible for, shall pay on a current basis, and shall indemnify, hold harmless, discharge, release, and defend Buyer, all of its Affiliates, successors and assigns, and their respective owners, directors, officers, and other agents from and against any and all liabilities arising from, based upon, related to or associated with the Seller’s ownership of the Leases, to the extent such liabilities are attributable to the period prior to the Closing Date except for rental payments unpaid or due prior to Closing which Seller considers of high importance to pay.

Currency Indemnity. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Toronto, Ontario. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the Borrower will, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Administrative Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Administrative Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Administrative Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrower shall indemnify and save the Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

General Indemnity. To the extent permitted by law and subject to clause 2.3 below, the Company indemnifies the Director against any liability or loss (including liability for negligence or for legal costs to the maximum extent permitted by law) incurred by the Director:

Environmental Compliance. The Company will, and will cause each Subsidiary to, comply with all Environmental Laws, except where noncompliance could not reasonably be expected to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate, having a Material Adverse Effect. The Company will, and will cause each Subsidiary to, upon the Administrative Agent’s written reasonable request, # cause the performance of such environmental audits and testing, and preparation of such environmental reports, at the Company’s expense, as the Administrative Agent may from time to time reasonably request with respect to any parcel of real Property subject to a Mortgage, which shall be conducted by Persons reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent, and # permit the Administrative Agent or its representatives to have access to all such real Property for the purpose of conducting, at the Company’s expense, such environmental audits and testing as the Administrative Agent shall reasonably deem appropriate; provided, that if a Phase I or other environmental report with respect to any such parcel of real Property has been completed to the reasonable satisfaction of the Administrative Agent, then no other environmental audits, testing or reports shall be required for such parcel of real Property during the term of this Agreement.

Environmental Events. The Credit Parties will give notice to the Agent within five (5) Business Days of becoming aware of # any known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; # any violation of any Environmental Law that a Credit Party reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or # any written inquiry, proceeding, or investigation, including a written notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in the case of either clauses # – # above involves any Unencumbered Property and would reasonably be expected to have a Material Adverse Effect or constitute a Material Environmental Event.