Common use of General Indemnification Clause in Contracts

General Indemnification. (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, (on a Grossedan after-Up Basis, tax basis in accordance with Section 7.5) from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action, omission or any portion thereof subject to any limitations set forth in the Operative Documentsnegligence by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing initial Advance Date or after the Lease Expiration Termination Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; (iiib) any Participation Agreement System, Equipment or any part thereof or interest therein; or (c) the regulation of the ownershipacquisition, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation of each Leased Propertysubstitution, each Site storage, transfer or any part thereoftitle, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offerredelivery, use, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including any sale pursuant to Section 4.3 of title the Lease or any sale pursuant to Article XVI of the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein in any System or improvements thereto Equipment or the failure imposition of any Lien (or incurrence of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims : (i) claims or penalties arising from any violation of law law, including Applicable Laws or in tort (whether arising under principles of strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, clean-up costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverablediscoverable by Lessee or any Indemnitee, (iv) any Claim based upon a violation Claims resulting from the existence or alleged violation of the terms Release of any restriction, easement, condition Hazardous Materials from or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property any System or any part thereof, Equipment and (v) any Claim for patent, trademark trademark, trade name or copyright infringement; (d) the offer, and Claims arising from any public improvements with respect to a Leased Property issuance, sale or a Site resulting in any change delivery of the Notes or special assessments being levied against such Leased Property the Certificates; (e) the breach or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a alleged breach by the Lessee of any of its covenants under representation or warranty made by it or deemed made by it in any Operative Document, ; (f) the transactions contemplated hereby or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; or the occurrence of (g) any Default other agreement entered into or Event of Default, or the material inaccuracy of any information provided assumed by any such party to any third party Lessee in connection with any System or Equipment (including, in each case, matters based on or arising from the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence negligence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimIndemnitee). Lessee shall not be entitled required to credit against any payments due to an Indemnitee indemnify under this Section 7.1 both for (x1) as to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee or to the extent resulting from a material breach of representations, warranties or covenants of such Indemnitee, (2) any insurance recoveries received by such Indemnitee Claims in respect of the matters described herein under or from insurance paid for by any Person Taxes (such Claims to be subject to Section 7.2), other than a payment necessary to make payments under this Section 7.1 on an after-tax basis, (3) as to an Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is responsible for Participation Agreement discharging under the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee Operative Documents, and (y4) as to an Indemnitee, any other indemnity amount received by such Indemnitee in respect of such matters Claim resulting from a Person (other than the Lessor) unrelated to such Indemnitee's failure to distribute funds properly.

General Indemnification. (ai) Subject In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to clauses (b) and (f) belowall of the Company's other obligations under the Transaction Documents, the Lessee will indemnifyCompany shall defend, defend protect, indemnify and hold harmless each Indemnitee harmlessBuyer and each other holder of the Securities and all of their stockholders, on a Grossed-Up Basispartners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all Claims actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out irrespective of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as a party to such matter the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other Person certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and whether arising out of or not resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by such Claim arises Buyer pursuant to Section 4(i), or accrues prior (iv) the status of such Buyer or holder of the Securities as an investor in the Company pursuant to the Closing Date or after transactions contemplated by the Lease Expiration Date):Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. (i) each Leased PropertyPromptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, each Sitesuch Indemnitee shall, if a claim for indemnification in respect thereof is to be made against any indemnifying party under this Section 9(k), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of the Indemnitee, the Lessee Collateral orrepresentation by such counsel of the Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding. Legal counsel referred to in the immediately preceding sentence shall be selected by the Buyers holding at least a majority of the Securities issued and issuable hereunder. The Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities. The indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in each caserespect to such Indemnified Liabilities or litigation, any part thereof; (ii) requires any admission of the Operative Documents or any of the transactions contemplated therebywrongdoing by such Indemnitee, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) obligates or requires an Indemnitee to take, or refrain from taking, any action. Following indemnification as provided for hereunder, the regulation indemnifying party shall be subrogated to all rights of the ownershipIndemnitee with respect to all third parties, constructionfirms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 9(k), installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only except to the extent that the Indemnitee indemnifying party is subjected prejudiced in its ability to defend such action. (ii) The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred. (iii) Except where the following damages have been awarded to a third party and a party hereto has a duty of indemnification with respect to such regulation as a result third party claim, in no event shall any claim for incidental, special, punitive or consequential damages of its being a any nature whatsoever be made by any party to or beneficiary of the Operative Transaction Documents or its involvement in the transactions any other certificate, instrument or document contemplated in the Operative Documents;hereby or thereby. (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other The indemnity agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee contained herein shall be entitled in addition to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect cause of action or similar right of the matters described herein under Indemnitee against the indemnifying party or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee others, and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than liabilities the Lessor) unrelated indemnifying party may be subject to such Indemniteepursuant to the law.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; PROVIDED, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. (a) Subject Lessee hereby assumes liability for, and does hereby agree, and shall require any sublessee or assignee to clauses (b) and (f) belowagree, the Lessee will to indemnify, defend protect, save, defend, and hold each Indemnitee harmless, on a Grossed-Up Basis, harmless the Indemnitees from and against any and all Claims obligations, fees, liabilities, losses, damages, claims, demands, actions, suits, judgments, costs and expenses, including reasonable legal expenses of every kind and nature whatsoever and whether or not indemnified by any other Person (which may include collectively, "Expenses") imposed on, incurred or suffered by, or asserted against any Indemnitee, in any way relating to, based on or arising out of: 42 -------------------- * Confidential (i) the outstanding Operative Documents and any other document entered into in connection with this Lease Balance or any sublease or transfer or any transactions contemplated hereby or thereby; (ii) the ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improvement, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition of the Aircraft, or any portion thereof subject (including the Airframe and each Engine or any engine used with the Airframe), or otherwise in connection with or with respect to the transactions contemplated by the Operative Documents, whether or not such ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improving, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any limitations set forth Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition is in compliance with the terms of the Operative Documents, including, without limitation, payments limited any of such as may arise from (i) loss or damage, loss or harm to the applicable Recourse Deficiency Amount) that directly any property or indirectly relate to, result from or arise out death of or are alleged injury to relate toany Person, result from (ii) patent or arise out of latent defects in the Aircraft or any of the following portion thereof (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Propertydiscoverable), each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownershipany claims based on strict liability in tort or otherwise, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim claims based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for on patent, trademark or copyright infringement, and Claims (v) any claims based on liability arising from under any public improvements with respect to a Leased Property applicable environmental or a Site resulting in noise or pollution control law or regulation; (iii) any change breach or special assessments being levied against such Leased Property or such Site failure on the part of Lessee or any plans sublessee to modifyperform, widen observe or realign comply with any street of the terms of the Operative Documents, or highway adjacent to the falsity or inaccuracy of any Leased Property representation or warranty of Lessee under the Operative Documents or any Claim for utility “tap-in” feesother instrument or agreement executed in connection with this Lease which falsity has a material and adverse effect on the Indemnitee; (iv) the enforcement by Lessor of the terms of the Operative Documents; or (v) a breach the ongoing trustee fees of Lessor during the Term. (b) Lessee agrees that any payment or indemnity pursuant to this Section 12.1 in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by the recipient with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in the United States, or under the laws of any taxing authority or governmental subdivision of a foreign country, or any territory or possession of the 43 United States or any international authority, shall be equal to the amount of such Expense. If any Indemnitee shall actually realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 12.1(b) and such savings is not otherwise taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings realized, or (ii) the amount of all payments pursuant to Section 12.1(a) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 12.1(b)). (c) Lessee shall give each Indemnitee prompt notice of any occurrence, event or condition known to Lessee as a consequence of which any Indemnitee may be entitled to indemnification hereunder. Lessee shall forthwith upon demand of any such Indemnitee reimburse such Indemnitee for reasonable expenses actually incurred by it in connection with any of the foregoing or pay such amounts directly. (d) Lessee shall be subrogated to an Indemnitee's rights in any matter with respect to which Lessee has actually reimbursed such Indemnitee for amounts expended by it or has actually paid such amounts directly pursuant to this Section 12.1 (other than any claim against another Indemnitee or against any insurance maintained by an Indemnitee). (e) In case any action, suit or proceeding is brought against any Indemnitee in connection with any Expense indemnified against hereunder, such Indemnitee shall, promptly after receipt of notice of the commencement of such action, suit or proceeding, notify Lessee thereof, enclosing a copy of all papers served upon such Indemnitee; provided that the failure to provide such notice shall not release Lessee from any of its covenants under any Operative Documentobligations to indemnify hereunder, except to the extent that such failure precludes Lessee's ability to defend or resist such action. Lessee may, provided that Lessee has acknowledged in writing its responsibility for such Expense hereunder, and upon such Indemnitee's request shall, at Lessee's expense, resist and defend such action, suit or proceeding, or a misrepresentation cause the same to be resisted or defended by the Lessee (including any omission counsel selected by Lessee that makes and reasonably satisfactory to such Indemnitee and in the event of any representation made failure by Lessee materially misleadingto do so, Lessee shall pay all costs and expenses (including, without limitation, reasonable legal expenses, including but not limited to attorney's fees and expenses) in any Operative Document or in any certificate or other document delivered incurred by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party Indemnitee in connection with such action, suit or proceeding. Notwithstanding the preparation by such third party of a report foregoing, Lessee shall not be entitled to assume responsibility for or other document required to participate in or be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or consulted with respect to any Leased Propertyaction, suit or proceeding if (i) such proceeding will involve a material risk of the sale, forfeiture or loss of, or creation of any SiteLien on, title thereto, any interest therein the Aircraft or any Basic Rent part thereof unless in such event Lessee shall have posted a bond or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished other security reasonably satisfactory to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee affected Indemnitees in respect of such matters from risk, or (ii) such action, suit or proceeding could, in the good faith opinion of the Indemnitee, entail any risk of criminal liability, or (iii) in the written opinion of counsel to the Indemnitee, an actual or potential conflict of interest exists and it is advisable for such Indemnitee and Lessee to be represented by separate counsel. In all cases in which Lessee is entitled to and has assumed the defense of a Person claim, the Indemnitee may participate at its own expense with its own counsel in any action, suit or proceeding defended by counsel selected by Lessee pursuant to the preceding provisions. (f) Provided that no Event of Default has occurred and is continuing, no Indemnitee shall enter into a settlement or other than compromise with respect to any Expense without the Lessorprior written consent of Lessee so long as (i) unrelated Lessee has agreed in a writing acceptable to such IndemniteeIndemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, and (ii) Lessee has provided such evidence, certifications and assurances as such Indemnitee may reasonably request that Lessee has the ability to promptly pay any such Expense in full. (g) Lessee's obligations under the indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Lessee pursuant to any provision of this Agreement may proceed directly against Lessee without first seeking to enforce any other right of indemnification. (h) The obligations of Lessee under this Section 12.1 shall survive the expiration or earlier termination of this Lease.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien other than a Lessor Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien other than a Lessor Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased the Property, any SiteImprovements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except with respect to any of the foregoing Lessor Liens and Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andor (viig) subject to the accuracy of Lessor's representation set forth in Section 6.1(a), the transactions contemplated by this Lease or by any Environmental Claim. other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 26.1 for any of the following: (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, (3) any Claim to the extent attributable to acts or events occurring after the expiration of the Term or the return or remarketing of the Property so long as the Lessor is not exercising remedies against the Lessee in respect of the matters described herein under Operative Documents, and (4) any Claim arising from a breach or from insurance paid for alleged breach by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by of any agreement entered into in connection with the Lessee assignment or participation of Rent. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under this Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 26.1, this Section 26.1 shall be construed as an indemnity amount received by such Indemnitee in respect only and not a guaranty of such matters from a Person (other than residual value of the Lessor) unrelated to such IndemniteeProperty.

General Indemnification. (a) Subject Lessee agrees to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against any and all Claims (which may include arising out of the outstanding Lease Balance acts, or failures to act, of Lessee or any portion thereof subject to any limitations set forth of its subtenants (existing now or in the Operative Documentsfuture) prior to the expiration or earlier termination of the Term and including any period during which the Lessee is a month-to-month tenant under clause (x) of Section 8.5 (whether during the Lease Term, or prior to the Closing Date), whenever they may be suffered, imposed on or asserted against any Indemnitee, arising out of (i) the acquisition, ownership, leasing, subleasing, assignment, transfer of title, sale, financing, refinancing, renewal, return, disposition, operation, possession, use, non-use, maintenance, modification, alteration, reconstruction, restoration, substitution, or replacement of the Property or the Lease, or from the granting by Lessor at Lessee’s request of easements, licenses or any similar rights with respect to all or any part of the Property, or from the construction, design, purchase or condition of the Property (including any Claims (whether by Governmental Authority or other Person) arising, directly or indirectly, out of the actual or alleged presence, use, storage, generation, Release or threat of Release of any Hazardous Materials, and any Claims for patent, trademark or copyright infringement and latent or other defects, whether or not discoverable), including any liability under Applicable Laws (including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that any Claims arising directly or indirectly relate toout of any actual or alleged violation, result from now or hereafter existing, of any Environmental Laws), (ii) the Lease Operative Documents or the Operative Documents or any modification, amendment or supplement thereto (A) if the Indemnitee is Lessor, only to the extent arising out of the operation, maintenance, use or possession of the Property by Lessee, whether before or after the Closing Date and (B) if the Indemnitee is any other Person, such indemnity is including, without limitation, any Claims made against the Servicer, any Holder, the Indenture Trustee, and any special servicer in connection with the Overall Transaction, whether or not arising out of the operation, maintenance, use or possession of the Property by Lessor, (iii) the non-compliance of the Property with Applicable Laws (including because of the existence of the Permitted Liens), (iv) without limiting any other indemnity herein, any other matters relating to the Property or any operations thereon, and not already covered by this Section 19.1(a), to the extent such matters arise out of the operation, maintenance, use or are alleged possession of the Property by Lessee or any subtenants, whether before or after the Closing Date, including matters relating to relate toEnvironmental Laws or Hazardous Materials, result from the breach by Lessee or arise out Guarantor of any of its representations, warranties, covenants and obligations in this Lease or the following (whether Guaranty, as applicable, or not any such Indemnitee is indemnified as to such matter by any other Person and Operative Documents or Lease Operative Documents whether or not such Claim arises or accrues prior to the Closing Date or after date of this Lease, (v) the Lease Expiration Date): (i) each Leased Property, each Site, the business and activities of Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated therebysubtenants, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only except to the extent that the Indemnitee is subjected arising out of relationships between Lessor and Lessee not related to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; this transaction, (ivvi) the offercost of any Remedial Action, financingassessment, refinancingcontainment, inspectionmonitoring, mortgaging, pledging, granting treatment and/or removal of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of any and all Hazardous Materials from all or any part portion of each Leased the Property or any product produced therewithsurrounding areas over which Lessee has responsibility, each Site the cost of any actions taken in response to a release or threat of release of any interest therein Hazardous Materials on, in, under, relating to or improvements thereto or the failure to perform or accomplish affecting any portion of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereofsurrounding areas over which Lessee has responsibility to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, any Claim for patentsafety, trademark welfare or copyright infringementthe environment, and Claims arising from any public improvements costs incurred to comply with respect to a Leased Property or a Site resulting Environmental Laws in any change or special assessments being levied against such Leased Property or such Site connection with all or any plans to modify, widen or realign any street or highway adjacent to any Leased portion of the Property or any Claim for utility “tap-in” fees; surrounding areas over which Lessee has responsibility, (vvii) a breach by the Lessee of any of its covenants under any Operative Document, Lease Default or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Lease Event of Default, (viii) any litigation, suit, cause of action, writ, decree, injunction, order, judgment, proceeding or Claim now or hereafter asserted against the material inaccuracy Property, Lessor (by virtue of its ownership of, leasing or financing of the Property), or Lessee or any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or subtenants with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or this Lease, and (ix) any Site defects in title caused, created or permitted by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or anyone acting by, through or under Lessee. Lessee acknowledges that the foregoing includes any costs incurred by Lessor, the Indenture Trustee or the Servicer (or special servicer) in performing any inspections of its contractors any Property if such inspection reveals a violation by Lessee of Section 8.5. Lessee shall not be required to indemnify any Indemnitee under this Section 19.1 for any Claim to the extent resulting from (A) the willful misconduct or agents gross negligence or breach of representation or warranty of such Indemnitee or a member of such Indemnitee’s Group, (B) any amounts payable under the Debt Documents unless such amounts are payable by reason Lessee under this Lease or any other Lease Operative Document, (C) any acts or events to the extent first occurring after the expiration of the financing Lease Term and return of the Property to Lessor in the condition required in this Lease (but any personality or equipment purchased or leased indemnification first arising after the expiration of the Term (and not otherwise covered hereby) shall include only those matters relating to Lessee’s failure to return the Property in the condition required), (D) any taxes, except to the extent covered in Section 19.2 of this Lease, (E) any voluntary transfers of the Property made by Lessor (other than arising out of a Lease Event of Default by Lessee), and (F) any voluntary transfer of the Property made by the Lessee or Alterations constructed Indenture Trustee (other than arising out of a Lease Event of Default by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim). Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) 19.1 any insurance recoveries or other reimbursements received by such the Indemnitee to be indemnified in respect of the matters described herein related Claim under or from insurance paid for for, directly or indirectly, by any Person other than the Indemnitee or an Affiliate thereof Lessee or assigned to the Lessor by Lessee, to the Lessee extent such insurance recoveries exceed such Indemnitee’s costs and expenses incurred in recouping such insurance recovery. The foregoing indemnity (y) and any other indemnity amount received made by Lessee herein, including, without limitation, in Sections 4.3 and 19.2(b)(v)) applies to all matters herein, including, without limitation, any of the same that are caused in whole or in part by the sole or concurrent negligence of any Indemnitee. (b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitee shall give prompt notice thereof to Lessee, provided that failure to so notify Lessee shall not reduce Lessee’s obligations to indemnify any Indemnitee hereunder unless and only to the extent such failure results in additional liability on Lessee’s part. Lessee shall be entitled, at its expense, acting through counsel selected by Lessee (and reasonably satisfactory to such Indemnitee), to participate in, and, to the extent that Lessee desires to assume and control, in consultation with Indemnitee, the negotiation, litigation and/or settlement of any such Claim (subject to the provisions of the last sentence of subparagraph (c) of this Section 19.1). Such Indemnitee may (but shall not be obligated to) participate in a reasonable manner at its own expense (unless Lessee is not properly performing its obligations hereunder) and with its own counsel in any proceeding conducted by Lessee in accordance with the foregoing. If Lessee shall defend the Indemnitee in any such suit or proceeding, then, unless such Indemnitee shall determine (in its reasonable discretion) that a conflict of interest exists between Lessee and such Indemnitee, Lessee shall not be obligated to reimburse the Indemnitee for the cost of such Indemnitee’s attorneys’ fees or expenses incurred in connection with such suit or proceeding. (c) Each Indemnitee shall at Lessee’s expense supply Lessee with such information and documents reasonably requested by Lessee in connection with any Claim for which Lessee may be required to indemnify any Indemnitee under this Section 19.1. Unless a Lease Event of Default is continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim for which indemnification is required under this Section 19.1 without the prior written consent of Lessee. Lessee shall have the authority to settle or compromise any Claim against an Indemnitee hereunder, provided that no admission of wrongdoing shall be required of such Indemnitee and such Indemnitee shall be released of all liability in connection with any such Claim. (d) Upon payment in full of any Claim by Lessee pursuant to this Section 19.1 to or on behalf of an Indemnitee, Lessee, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee in at its own expense), and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise reasonably cooperate with Lessee to enable Lessee to pursue such claims. (e) Prior to paying any amount otherwise payable to an Indemnitee pursuant to this Section 19.1, Lessee shall be entitled to receive from such Indemnitee (i) a written statement describing the amount so payable, (ii) a general release from Indemnitee upon such payment with respect of to the claim made and (iii) such matters from a Person (other than the Lessor) unrelated additional information as Lessee may reasonably request and which is reasonably available to such IndemniteeIndemnitee to properly substantiate the requested payment. (f) Subject to the penultimate sentence of Section 19.1(a) above, Lessee’s liability hereunder shall in no way be limited or impaired by any act, including, without limitation, (i) any amendment or modification to any of the Lease Operative Documents, (ii) any waiver of any Lease Event of Default, default, or extension of time or any failure to enforce any remedies or rights of either Lessor or Indenture Trustee under the Lease Operative Documents, (iii) any sale or transfer of the Property, or (iv) any assignment of the Lease.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; provided that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning material claims, violations, regulations or enforcement relating to the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. (a) Subject to clauses clause (b) and (f) below, the Lessee will agrees to indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Delivery Date or after the Lease Expiration Date): (i) each Leased Property, each Sitethe Items of Equipment, the other Lessee Collateral or, in each case, or any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site the Items of Equipment or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interesttitle, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site the Items of Equipment or any interest therein or improvements improvements, additions or modifications thereto or the imposition of any Lien thereon, or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations and Regulations, including, without limitation, : Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Items of Equipment, the making of any Alterations alterations or modifications in violation of any standards imposed by any insurance policies polices required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property the Items of Equipment or any part thereof, and any Claim for patent, trademark or copyright infringement, infringement and Claims arising from any public improvements with respect to a Leased Property violations of any environmental noise or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” feespollution control laws; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor or Agent pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party Lessee to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Sitethe Items of Equipment, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancyoperation, construction, repair or rebuilding of any Leased Property or any Site the Items of Equipment or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed alterations or modifications made by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled Claims related to credit against the Release from any payments due to an Indemnitee under this Section 7.1 both Item of Equipment of any substance into the environment, including (xwithout limitation) any insurance recoveries received by such Indemnitee in respect Claims arising out of the matters described herein under use of any Item of Equipment for the transportation or from insurance paid for by storage of any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeHazardous Material.

General Indemnification. (a) Subject The Lessee agrees, whether or not any ----------------------- of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien other than a Lessor Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien other than a Lessor Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased the Property, any SiteImprovements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except with respect to any of the foregoing Lessor Liens and Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andor (viig) subject to the accuracy of Lessor's representation set forth in Section 6.1(a), the transactions contemplated by this Lease or by any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee other -------------- Operative Document, in respect of the matters application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described herein under or from insurance paid for by any Person other than in Section 4975(c) of the Indemnitee or Code; --------------- Section 26.1 shall be construed as an Affiliate thereof or assigned to indemnity only and not a guaranty of ------------ residual value of the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeProperty.

General Indemnification. (a) Subject to clauses (b) and (f) below, the Lessee will Borrower shall indemnify, defend and hold each Indemnitee harmlessBank and its Affiliates and the partners, on a Grossed-Up Basisdirectors, from officers, employees, agents, trustees, administrators, managers, advisors and against any representatives of Bank and all Claims its Affiliates (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documentseach, including, without limitation, payments limited to the applicable Recourse Deficiency Amountan “Indemnified Person”) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): harmless against: (i) each Leased Propertyall losses, each Siteclaims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Lessee Collateral orperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, in each case, any part thereof; (ii) any Credit Extension or the use or proposed use of the Operative Documents proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of the transactions contemplated therebyits Subsidiaries, or any investigationenvironmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, enforcement investigation or proceeding in connection therewithrelating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any amendmentIndemnified Person is a party thereto; provided that such indemnity shall not, modification or waiver in respect thereof; (iii) the regulation of the ownershipas to any Indemnified Person, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only be available to the extent that the Indemnitee is subjected to such regulation as losses, claims, damages, liabilities or related expenses are determined by a result court of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed competent jurisdiction by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, final and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed nonappealable judgment to have been furnished to resulted from the Lessee, gross negligence or any willful misconduct of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claimsuch Indemnified Person. Lessee shall be entitled to credit against any payments All amounts due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee11.3 shall be payable promptly after demand therefor.

General Indemnification. (a) Subject Each of ChoicePoint and each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (provided that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee's negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (i) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement, and (vi) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (vii) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vc) a the breach by the ChoicePoint or any Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant by any Operative Document (without giving effect to any Operative Documentexception in any representation based on knowledge or on the absence of a Material Adverse Effect); (vid) the retaining or employment of any broker, finder or financial advisor by ChoicePoint or any Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (e) the existence of any Lien (other than a Lessor Lien) on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Construction Agent, any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations constructed by the any Lessee, except except, in all cases, the Liens described in favor item (a) of the Lessee or the Lessor, but expressly excluding any Lessor definition of Permitted Liens; and; (viif) the transactions contemplated hereby or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; (g) any Environmental Claim. act or omission by ChoicePoint or any Lessee under any Purchase Agreement or any other Operative Document, or any breach by ChoicePoint or any Lessee of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement, IDB Documentation or Ground Lease; or (h) any IDB Documentation; provided, however, neither ChoicePoint nor any Lessee shall be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any Claim to the extent that such Claim results from (xcollectively, "Excepted Claims"): (1) any insurance recoveries received representation or warranty by such Indemnitee in respect the Operative Documents being incorrect; (2) the willful misconduct or gross negligence of, or the violation of any law, rule or regulation binding upon such Indemnitee unless such violation was caused by some performance or nonperformance on the part of a Lessee; (3) the failure on the part of the matters described herein Lessor or the Agent to distribute in accordance with this Master Agreement or any other Operative Document any amounts received and distributable by it under or from insurance paid for the Operative Documents; (4) Lessor Liens; (5) the voluntary transfer by any Person Indemnitee, other than in accordance with the Indemnitee Operative Documents or an Affiliate thereof in connection with the exercise of rights, powers or assigned remedies under any of the Operative Documents, of any Leased Property or any interest therein; or (6) claims from any acts or omissions occurring after the latest of the Lease Termination Date, the sale of the Leased Property to a Person not affiliated with a Lessee pursuant to the Lessor Lease, the termination of the obligations of the Construction Agent under the Construction Agency Agreement, or the final indefeasible repayment to the Funding Parties in full of the Lease Balance; and, provided, further, that with respect to each Construction Land Interest, each Lessee's indemnity obligations with respect to such Leased Property shall be governed solely by Section 3.3 of the Lessee Construction Agency Agreement during the Construction Term therefor. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject Without limitation on the rights of any Indemnitee under any other indemnification set forth in this Article XIII, whether or not any of the transactions contemplated hereby shall be consummated, Lessee shall pay and assume liability for, and does hereby agree to clauses (b) and (f) below, the Lessee will indemnify, defend protect, defend, save and hold keep harmless each General Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such General Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such General Indemnitee), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not such Claim is covered by any other indemnification under this Article XIII or such General Indemnitee is shall also be indemnified as to any such matter Claim by any other Person Person, and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each casecase under this Section 13.1(a), arising out of or in any part thereof;way relating to: (ii1) any of the Operative Documents or Documents, any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii2) the regulation of Leased Property, or any part thereof or interest therein; (3) the ownershippurchase, manufacturing, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale or other ownership interesttransfer pursuant to Sections 15.1 or 16.2 of the Lease or any sale or transfer pursuant to Articles XVIII, rentalXX or XXI of the Lease), use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each any interest in the Leased Property or any product produced therewith, each the Site or the imposition of any interest therein Lien (or improvements thereto incurring of any liability to refund or the failure to perform or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising under the Purchase Agreement or any other agreements or obligations relating to the acquisition of the Site or from any violation of law or in tort (strict liability or otherwise) by Lessee, Administrative Agent, Lessor, any Participant or any other Person or with respect to the use, operation or maintenance of the Leased Property or the Site, (ii) loss of or damage to the environment (including, without limitation, investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigating action required by or under any Environmental Laws, (iii) any Claim resulting from or related to latent or other defectsdefects in the Leased Property, whether or not discoverable, (iv) any Claims resulting from the existence or Release of any Hazardous Substance at or from the Leased Property or the Site, (v) any Claim resulting from or related to the purchase, acquisition, lease or transfer of the Leased Property, (vi) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a the Leased Property or a the Site, (vii) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a the Leased Property or the Site or any part thereof, or (viii) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v4) a breach the offer, issuance, sale, transfer or delivery of the Notes or Lessor Amount in accordance with the terms of this Participation Agreement; (5) any inaccuracy of any representation or warranty made by the Lessee of or any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) Subsidiaries in any Operative Document or in any certificate delivered by it with respect to any of the Operative Documents; (6) the transactions contemplated hereby or by any other document delivered Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code other than as a result of a breach of the representation set forth in Section 8.1(d) hereof; (7) the retaining or employment of any broker, finder or financial advisor by the Lessee to the Lessor pursuant to act on its behalf in connection with this Participation Agreement; or (8) any Operative Document, other agreement entered into or the occurrence of any Default assumed by Lessee or Event of Default, or the material inaccuracy of any information provided by any such party to any third party its Affiliate in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee(including, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect connection with each of the matters described herein under in this Section 13.1 to which this indemnity shall apply, matters based on or arising from insurance paid for by the negligence of any Person other than the Participant Indemnitee or an Affiliate thereof any General Indemnitee). It is expressly understood and agreed that the indemnities provided for herein shall, except as otherwise provided herein, (i) survive the expiration or assigned to termination of and shall be separate and independent from any remedy under the Lessor by the Lessee Lease or any other Operative Document and (yii) any other indemnity amount received by such Indemnitee in respect continue to benefit a Participant that has been replaced pursuant to Section 14.9 hereof or a Lender whose interest is purchased pursuant to Section 2.10 of such matters from a Person (other than the Lessor) unrelated to such IndemniteeLoan Agreement.

General Indemnification. (a) Subject Lessee hereby assumes liability for, and does hereby agree, and shall require any Permitted Sublessee or assignee to clauses (b) and (f) belowagree, the Lessee will to indemnify, defend protect, save, defend, and hold each Indemnitee harmless, on a Grossed-Up Basis, harmless the Indemnitees from and against any and all Claims obligations, fees, liabilities, losses, damages, claims, demands, actions, suits, judgments, costs and expenses, including reasonable legal expenses of every kind and nature whatsoever (which may include collectively, "Expenses") imposed on, incurred or suffered by, or asserted against any Indemnitee, in any way relating to, based on or arising out of: (i) this Lease and any other document entered into in connection with this Lease or any Permitted Sublease or transfer or any transactions contemplated hereby or thereby; (ii) the outstanding Lease Balance ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improvement, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition of the Aircraft, or any portion thereof subject (including the Airframe and each Engine or any engine used with the Airframe), or otherwise in connection with or with respect to the transactions contemplated by this Lease, whether or not such ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improving, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any limitations set forth Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition is in compliance with the Operative Documentsterms of this Lease, including, without limitation, payments limited any of such as may arise from (i) loss or damage, loss or harm to the applicable Recourse Deficiency Amount) that directly any property or indirectly relate to, result from or arise out death of or are alleged injury to relate toany person, result from (ii) patent or arise out of latent defects in the Aircraft or any of the following portion thereof (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Propertydiscoverable), each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownershipany claims based on strict liability in tort or otherwise, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim claims based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for on patent, trademark or copyright infringement, and Claims (v) any claims based on liability arising from under any public improvements applicable environmental or noise or pollution control law or regulation; (iii) any breach or failure on the part of Lessee or any Permitted Sublessee to perform, observe or comply with any of the terms of this Lease, or the falsity or inaccuracy of any representation or warranty of Lessee under this Lease or any other instrument or agreement executed in connection with this Lease which falsity has a material and adverse effect on the Indemnitee; or 38 (iv) the enforcement by Lessor of the terms of this Lease. (b) Lessee agrees that any payment or indemnity pursuant to this Section 12.1 in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by the recipient with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in the United States, or under the laws of any taxing authority or governmental subdivision of a Leased Property foreign country, or any territory or possession of the United States or any international authority, shall be equal to the excess, if any, of (i) the amount of such Expense, over (ii) the net reduction in Taxes required to be paid by such recipient by reason of the accrual or payment of such Expense. For purposes of the foregoing, it shall be assumed that each Indemnitee is subject to tax at the highest marginal rate imposed on or measured by the income of corporations in each applicable taxing jurisdiction. (c) Lessee shall give each Indemnitee prompt notice of any occurrence, event or condition known to Lessee as a Site resulting consequence of which any Indemnitee may be entitled to indemnification hereunder. Lessee shall forthwith upon demand of any such Indemnitee reimburse such Indemnitee for reasonable expenses actually incurred by it in connection with any of the foregoing or pay such amounts directly. (d) Lessee shall be subrogated to an Indemnitee's rights in any change matter with respect to which Lessee has actually reimbursed such Indemnitee for amounts expended by it or special assessments being levied against has actually paid such Leased Property or such Site or any plans amounts directly pursuant to modify, widen or realign any street or highway adjacent this Section 12.1. Lessee shall not be entitled to any Leased Property or any Claim exercise its subrogation rights hereunder for utility “tap-in” fees;so long as an Event of Default has occurred and is continuing hereunder. (ve) In case any action, suit or proceeding is brought against any Indemnitee in connection with any Expense indemnified against hereunder, such Indemnitee shall, promptly after receipt of notice of the commencement of such action, suit or proceeding, notify Lessee thereof, enclosing a breach by copy of all papers served upon such Indemnitee; provided that the failure to provide such notice shall not release Lessee of from any of its covenants under any Operative Documentobligations to indemnify hereunder, except to the extent that such failure precludes Lessee's ability to defend or resist such action. Lessee may, provided that Lessee has acknowledged in writing its responsibility for such Expense hereunder, and upon such Indemnitee's request shall, at Lessee's expense, resist and defend such action, suit or proceeding, or a misrepresentation cause the same to be resisted or defended by the Lessee (including any omission counsel selected by Lessee that makes and reasonably satisfactory to such Indemnitee (provided such claim relates solely to one or more Expenses or can be severed from other claims; if not, Lessee shall be consulted by such Indemmitee and be allowed, at Lessee's sole cost and expense, to participate therein) and in the event of any representation made failure by Lessee materially misleadingto do so, Lessee shall pay all costs and expenses (including, without limitation, reasonable legal expenses, including but not limited to attorney's fees and expenses) in any Operative Document or in any certificate or other document delivered incurred by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party Indemnitee in connection with the preparation by such third party action, suit or proceeding. (f) Provided that no Event of Default has occurred and is continuing, no Indemnitee shall enter into a report settlement or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or compromise with respect to any Leased PropertyExpense without the prior written consent of Lessee so long as (i) Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, and (ii) Lessee 39 has provided such evidence, certifications and assurances as such Indemnitee may reasonably request that Lessee has the ability to promptly pay any Sitesuch Expense in full. (g) Lessee's obligations under the indemnities provided for in this Agreement shall be those of a primary obligor, title thereto, any interest therein whether or any Basic Rent or Supplemental Rent, including any Liens which arise out of not the possession, use, occupancy, construction, repair or rebuilding Person indemnified shall also be indemnified with respect to the same matter under the terms of any Leased Property other document or instrument, and the Person seeking indemnification from Lessee pursuant to any Site or by reason provision of labor or materials furnished or claimed this Agreement may proceed directly against Lessee without first seeking to have been furnished to the Lessee, or enforce any other right of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andindemnification. (viih) any Environmental Claim. The obligations of Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect 12.1 shall survive the expiration or earlier termination of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemniteethis Lease.

General Indemnification. (a) Subject Each of ADESA and each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (PROVIDED that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee's negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (i) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.or

General Indemnification. (a) Subject Each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; or (b) any Land, any Building or any part thereof or interest therein, including any Ground Lease, and any IDB Documentation; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the related Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the related Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vd) a the offer, issuance, sale or delivery of the Notes by any Lessee; (e) the breach or alleged breach by the any Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by any Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (g) the existence of any Lien on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Construction Agent, any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations constructed by the any Lessee, except in all cases the Liens listed as items (a) and (b) in favor the definition of Permitted Liens; (h) the transactions contemplated hereby or by any other Operative Document, in respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor LiensCode; andor (viii) any Environmental Claim. act or omission by any Lessee under any Purchase Agreement or any other Operative Document, and any breach of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement, IDB Documentation or Ground Lease; 44 provided, however, the Lessees shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any of the following: (x1) any insurance recoveries received by Claim to the extent that such Claim results from the willful misconduct, gross negligence or misrepresentation of such Indemnitee, (2) any Claim resulting from Lessor Liens which the Lessor Indemnitee in respect Group is responsible for discharging under the Operative Documents, or (3) any Claim to the extent attributable to events occurring after the return of all of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned Leased Properties to the Lessor by in accordance with the Lessee Leases. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated therebythereby or any violation thereof, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, therewith and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property, the ownershipLease, any permitted sublease or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Sections 16.2, 16.3, 17.2(c), 17.2(e), 17.2(h) or 17.4 of title the Lease or any sale pursuant to Articles XX or XXII of the Lease, except for any amounts payable pursuant to Section 13.2 hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased or any interest in the Property or any product produced therewith, each Site or any interest therein or improvements thereto portion thereof or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law foreign, federal, state or local law, rule, regulation or order or in tort (strict liability or otherwise)) arising in connection with the Property, the Operative Documents or the transactions contemplated thereunder, including Claims made by invitees of Lessee or any assignee or any sublessee of Lessee or any assignee, or by any other Person entering on or in the Property, (2) latent or other defectsdefects in, to or affecting the Property, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of the Lease or any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to the Property, (7) Claims based on violations or failure of title arising in connection with the zoning ordinances, rules, regulations or laws applicable to the Property, and (8) any Leased Claim resulting from or related to the leasing or subleasing of the Property or the construction of any Claim for utility “tap-in” feesof the Improvements, and any amendment, modification or waiver in respect thereof; (vd) a the offer, issuance or sale of the Participation Interests or any interest therein in accordance with the terms of the Operative Documents; (e) the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee or any Affiliate to act on its behalf in connection with this Participation Agreement, or the incurring of any fees or commissions to which the Lessor might be subjected by virtue of entering into the transactions contemplated by this Participation Agreement; (g) the existence of any Lien on or with respect to any Leased the Property, any Siteof the Improvements, title theretothe Equipment, any interest therein or the Lease, the Cash Collateral, any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, the Existing Owner, the Lessor or any of its their contractors or agents or by reason of the financing of the Property or any personality personalty or equipment purchased or leased by the Lessee or Alterations any Improvements or Modifications constructed by the LesseeLessee or any sublessee, except Lessor Liens and Liens in favor of the Lessee Agent or the Lessor, but expressly excluding any Lessor Liens; and; (viih) the transactions contemplated hereby, by the Lease or by any Environmental Claim. other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code (other than any Claim resulting from a breach of representation or warranty of the Lessor or any Participant other than the Tranche Y Participant); or (i) the purchase of the Property or any portion thereof by the Lessor, or any matters arising therefrom or related thereto; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 13.1 for any of the following: (x1) any insurance recoveries received Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim), (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, (3) any Imposition or other claims for Taxes of the type(s) described in Section 13.5, (4) any Claims of the type(s) described in Sections 13.2, 13.3, 13.6, 13.7, 13.8 and 13.10 or (5) with respect to any Indemnitee, any Claims arising from the breach by such Indemnitee in respect of the matters described herein its express obligations under or from insurance paid for by any Person Operative Document, other than the Indemnitee any such breach caused by or an Affiliate thereof or assigned attributable to the Lessor by Lessee's actions or failure to act. It is expressly understood and agreed that the Lessee indemnity provided for herein shall survive the expiration or termination of and (y) shall be separate and independent from any remedy under the Lease or any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject Whether or not any of the transactions contemplated hereby shall be consummated, Lessee shall pay and assume liability for, and does PARTICIPATION AGREEMENT hereby agree to clauses (b) and (f) below, the Lessee will indemnify, defend protect, defend, save and hold each Indemnitee keep harmless, on a Grossedan After-Up Tax Basis, each Indemnitee from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not such Claim is covered by any other indemnification under this Article IX or such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and Person, whenever such Claim arises or accrues, including whether or not such Claim arises or accrues at any time prior to the Closing Date or after the Lease Expiration Maturity Date):, in any way arising out of or relating to: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and or any amendment, modification or waiver in respect thereof; (iiib) the regulation of Properties, the ownershipLand, the Improvements or any part thereof or interest therein; (c) the purchase, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale or other ownership interesttransfer pursuant to the Lease), rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in any Property, the Land or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (ii) any Claim resulting from or related to latent or other defects, whether or not discoverable, (iii) any Claim resulting from or related to the acquisition of any Site or Construction thereon, (iv) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Siteany Property, (v) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to this Participation Agreement, the Lease or the Construction Agency Agreement which policies are in effect at any time with respect to a Leased any Property or any part thereof, (vi) any Claim for patent, trademark or copyright infringement, and (vii) Claims arising from any public improvements with respect to a Leased Property or a any Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property such Site, or any Claim for utility “"tap-in” " fees, or (viii) claims arising from any agreement, arrangement or instrument executed to fulfill, or enhance, develop or facilitate the construction, development or operation of the Properties; (vd) a the offer, issuance, sale, transfer or delivery of the Investor Certificates by Lessor; (e) the breach by the Lessee Lessee, including in its role as a Construction Agent, of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party it in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Documenttherewith; (vif) the existence of any Lien on contract or with respect to any Leased Propertyagreement entered into by Construction Agent, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors respective designees or agents or by reason Affiliates or, if so requested, Lessor, pursuant to the terms of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.Construction Agency Agreement;

General Indemnification. (a) Subject The Company covenants and agrees to clauses (b) and (f) below, the Lessee will indemnify, defend defend, protect and hold harmless the Indemnified Parties from, against and in respect of all Losses that may be suffered, sustained, incurred or paid by any Indemnified Party, whether or not involving a third party claim, in each Indemnitee harmlesscase in connection with, resulting from or arising out of, directly or indirectly: (i) the inaccuracy or breach of any representation or warranty made by the Company in this Agreement or in any other agreement or other document delivered in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) the non-fulfillment or breach of any covenant or agreement on a Grossed-Up Basisthe part of the Company in this Agreement or in any other agreement or other document delivered in connection with this Agreement or the consummation of the transactions contemplated hereby; (iii) the existence of, from and against or the failure of the Company to pay, perform or discharge when due, any Liability; (iv) any Excluded Asset; (v) any act or omission of the Company or any Representative of the Company on or prior to the Closing Date; (vi) any and all Claims (which may include the outstanding Lease Balance Liabilities resulting from any litigation, suit, proceeding, action, claim, demand or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited investigation pending or threatened related to the ownership or use of the Purchased Assets by the Company or the conduct of the Business by the Company; (vii) the bulk transfer or bulk sales provisions of any applicable Recourse Deficiency Amountlaw; (viii) that directly any and all Liabilities for Taxes in connection with or indirectly relate to, result from or arise arising out of or are alleged to relate to, result from or arise out of any the ownership of the following (whether Purchased Assets on or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration operation of the Business on or prior to the Closing Date): ; (iix) each Leased Propertyany and all Liabilities in connection with or arising out of the employment or engagement, each Siteor termination of employment or engagement, of any person employed or engaged by the Lessee Collateral or, in each caseCompany at any time, any part thereof; (ii) any act or omission of the Operative Documents or any Company prior to the Closing Date which by virtue of the transactions contemplated thereby, TUPE Regulations is deemed to be an act or any investigation, litigation, enforcement omission of the Purchaser or proceeding in connection therewithrelation to which liability transfers to the Purchaser, and any amendment, modification or waiver in respect thereof; claim relating to either Party’s failure to comply with its obligations to inform and/or consult under the TUPE Regulations; and (iiix) enforcing the regulation Indemnified Party’s rights hereunder. The indemnification provided hereunder will terminate twenty one (21) days after publication of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only liquidator’s notice to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement creditors published in the transactions contemplated in London Gazette so long as the Operative Documents; (iv) the offerCompany has complied with Section 5.4, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee provided that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or indemnification shall survive with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed claims arising prior to have been furnished such date to the Lessee, extent such claim is made on or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by before such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemniteedate.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien other than a Lessor Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien other than a Lessor Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased the Property, any SiteImprovements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.any

General Indemnification. (a) Subject to clauses (b) Lessee shall indemnify and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmlessLessor, on a Grossed-Up Basis, its successors and Assignees harmless from and against any and all Claims liabilities, obligations, losses, damages, claims and all costs and expenses thereof (which may include including attorney fees and expenses) in any way relating to or arising out of this Agreement, any Schedule or the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative DocumentsEquipment, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate topurchase, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, constructiontransportation, delivery, installation, leasing, use possession, use, operation, maintenance, storage and return of such Equipment, howsoever arising, in connection with any event occurring prior to receipt of such Equipment by Lessor. Lessee shall give Lessor, its successors or operation Assignees prompt notice of each Leased Propertyany occurrence, each Site event or condition in connection with which Lessor, its successors or Assignees may be entitled to indemnification pursuant to the provisions of this Section 14. The provisions of this Section 14 shall survive the termination of this Agreement and of any Schedule. 15. NO LESSEE SUBLEASE; ASSIGNMENT; MERGER. a) LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE, OR OTHERWISE RELINQUISH POSSESSION OR CONTROL, OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY SCHEDULE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR. b) Except upon the express written consent of Lessor, Lessee shall not: (i) enter into any transaction of merger or consolidation or any part thereof, but only to commitment with respect thereto; (ii) permit any substantial change in the extent that the Indemnitee is subjected to such regulation as a result of its being a party to ownership or beneficiary control of the Operative Documents capital stock of Lessee; or (iii) change the form or organization of the business of Lessee. 16. LESSOR ASSIGNMENT. Lessor may, to any person or entity (each such person or entity an "Assignee") without notice to Lessee, assign or sell its involvement in the transactions contemplated in the Operative Documents; (iv) the offerinterest in, financing, refinancing, inspection, mortgaging, pledging, granting of grant a security interest in, designor otherwise transfer, manufacturein whole or in part to any person or entity (each such person or entity an "Assignee"), constructionthis Agreement, purchaseone or more Schedules, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer any or all of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all the Equipment or any part of each Leased Property its rights, interests or any product produced therewithobligations with respect thereto, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims all Rent and other sums due or penalties arising to become due under any Schedule to one or more persons or entities. Upon notice thereof from Lessor, Lessee shall pay Rent to an Assignee. Lessee acknowledges that any violation such assignment or transfer by Lessor will not materially impair Lessee's prospect of law obtaining return performance by Lessor, materially change Lessee's duties or obligations under the affected Schedule, nor materially increase the burdens or risks imposed on Lessee, and Lessee further agrees that any such assignment or transfer shall be permitted even if the same could be deemed to materially affect the interests of Lessee. LESSEE SHALL NOT ASSERT AGAINST ANY ASSIGNEE ANY CLAIM, DEFENSE, COUNTERCLAIM OR SET-OFF THAT LESSEE MAY AT ANY TIME HAVE AGAINST LESSOR. 17. PROVISIONAL SECURITY AGREEMENT. This Agreement and all the Schedules are intended by the Parties to be a "lease" as that word is used and defined in Section 1-201(37) and in Section 2A-103(1)(j) of the Uniform Commercial Code as adopted and in effect in the State of Ohio respectively in Chapters 1301 and 1310 of the Ohio Revised Code. Further, this Agreement and all the Schedules are intended by the Parties to be a "true lease" and not a disguised sale. In the event that it is determined at any time in any legal proceeding that any of the Equipment is not subject to a true lease and or that the ownership, or title to any, of the Equipment is not held by and or in tort Lessor, then Lessee herewith grants to Lessor a security interest in all the Equipment subject to this Agreement and every Schedule (strict liability any and all amendments thereto) and all proceeds thereof to secure the performance of all obligations of whatever kind or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation nature due by Lessee to Lessor under this Agreement and every Schedule. 18. EVENTS OF DEFAULT. Each of the terms following shall constitute an "Event of Default." a) Lessee fails to make any payment of Rent or of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed amount payable by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are this Agreement or any Schedule when due and such nonpayment continues for a period of five (5) calendar days after written notice of such nonpayment by Lessor to Lessee; b) Lessee fails to perform or observe any other term, covenant or condition of this Agreement or of any Schedule or any other agreement with Lessor and such failure shall continue for a period of ten (10) calendar days after written notice of such failure by Lessor to Lessee; c) Any representation or warranty made by Lessee in effect this Agreement or in any Schedule or in any other writing shall be false or misleading at any time with respect in any material respect; d) Lessee ceases doing business as a going concern or transfers all or a substantial part of its assets; or Lessee becomes or is adjudicated insolvent or bankrupt, admits in writing its inability to a Leased Property pay its debts as they become due, or makes an assignment for the benefit of creditors; or Lessee applies for, or consents to, the appointment of any receiver, trustee or similar officer for it or for all or any substantial part thereofof its property; or such receiver, trustee or similar officer is appointed without the consent of Lessee; or Lessee institutes any Claim bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding is instituted against Lessee and is not dismissed within thirty (30) days; or any judgment, writ, warrant or attachment or execution of similar process is issued or levied against a substantial part of Lessee's property and remains unsatisfied for patentthirty (30) days; or Lessee has its articles of incorporation, trademark charter or copyright infringement, and Claims arising from any public improvements with respect right to a Leased Property or a Site resulting do business in any change state revoked, suspended, terminated or special assessments being levied against such Leased Property or such Site or any plans otherwise changed; e) Lessor deems itself to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the be insecure. Lessee shall promptly notify Lessor of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.

General Indemnification. (a) Subject Whether or not the transactions contemplated hereby are consummated, to clauses (b) the fullest extent permitted by Applicable Laws and (f) belowRegulations, the Lessee will hereby assumes liability for and agrees to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossedan after-Up Basis, tax basis (in accordance with Section 7.4) from and against against, any and all Claims of every kind and nature whatsoever that may be imposed on, incurred by, or asserted against any Indemnitee, which are not directly and primarily caused by (which may i) the fraud, gross negligence or willful misconduct of such Indemnitee (provided that the indemnification provided under this Section 7.1 shall specifically include matters based on or arising from the outstanding Lease Balance negligence of any Indemnitee), (ii) the breach by such Indemnitee of any representation, warranty or any portion thereof subject to any limitations covenant set forth in any Operative Document or (iii) the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out violation by such Indemnitee of any of the following (Applicable Laws and Regulations, whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Delivery Date or after the Lease Expiration Date):, and which relates in any way to or arises in any way out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Acquired Property or any Part thereof or interest therein; (c) the ownershipacquisition, mortgaging, design, manufacture, re-manufacture, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, transportation, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site registration or any part thereofre-registration, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offerredelivery, use, operation, condition, financing, refinancing, inspectionsale (including, mortgagingwithout limitation, pledgingany sale pursuant to the Lease), granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all the Units or any part of each Leased Property Unit or any product produced therewith, each Site or any interest therein or improvements thereto Part thereof or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of any Lien) on any of the foregoing in accordance with the requirements of the Operative DocumentsUnits, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, (i) Claims or penalties arising from any violation of law Applicable Laws and Regulations or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including, without limitation, investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (iv) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (vd) the sale or other disposition of any of the Acquired Property, including, without limitation, any disposition pursuant to the Sale Option, Purchase Option or as a result of the exercise of remedies; (e) the offer, issuance, sale or delivery of the Certificates or the Notes; (f) the breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vig) the existence transactions contemplated hereby or by any other Operative Document in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; (h) any Claims related to the Release from any Unit of any Lien substance into the environment, including (without limitation) Claims arising out of the use of any Unit for the transportation or storage of any Hazardous Material; (i) any failure on the part of Lessee to perform or comply with any of the terms of any Operative Document; or (j) any other agreement entered into or assumed by Lessee in connection with any Unit. It is expressly understood and agreed that this Section 7.1 shall not apply to Claims in respect of: (A) Taxes (such Claims being subject to Section 7.2), except with respect to (1) taxes or penalties included in Claims described in clause (g) above, and (2) any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed payment necessary to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens make payments under this Section 7.1 in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liensaccordance with Section 7.4; and (viiB) any Environmental Claim. Lessee shall be entitled to credit against any payments due as to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by Indemnitee, Certificate Trustee Liens which such Indemnitee in respect of is responsible for discharging under the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeOperative Documents.

General Indemnification. (a) Subject Without limitation on the rights of any Indemnitee under any other indemnification set forth in this Article XIII, whether or not any of the transactions contemplated hereby shall be consummated, Lessee shall pay and assume liability for, and does hereby agree to clauses (b) and (f) below, the Lessee will indemnify, defend protect, defend, save and hold keep harmless each General Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such General Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such General Indemnitee), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not such Claim is covered by any other indemnification under this Article XIII or such General Indemnitee is shall also be indemnified as to any such matter Claim by any other Person Person, and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each casecase under this Section 13.1(a), arising out of or in any part thereof;way relating to: (ii1) any of the Operative Documents or Documents, any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii2) the regulation of Leased Property, or any part thereof or interest therein; (3) the ownershippurchase, manufacturing, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale or other ownership interesttransfer pursuant to Sections 15.1 or 16.2 of the Lease or any sale or transfer pursuant to Articles XVIII, rentalXX or XXI of the Lease), use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each any interest in the Leased Property or any product produced therewith, each the Site or the imposition of any interest therein Lien (or improvements thereto incurring of any liability to refund or the failure to perform or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising under the Purchase Agreement or any other agreements or obligations relating to the acquisition of the Site or from any violation of law or in tort (strict liability or otherwise) by Lessee, Administrative Agent, Lessor, any Participant or any other Person or with respect to the use, operation or maintenance of the Leased Property or the Site, (ii) loss of or damage to the environment (including, without limitation, investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigating action required by or under any Environmental Laws, (iii) any Claim resulting from or related to latent or other defectsdefects in the Leased Property, whether or not discoverable, (iv) any Claims resulting from the existence or Release of any Hazardous Substance at or from the Leased Property or the Site, (v) any Claim resulting from or related to the purchase, acquisition, lease or transfer of the Leased Property, (vi) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a the Leased Property or a the Site, (vii) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a the Leased Property or the Site or any part thereof, or (viii) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v4) a breach the offer, issuance, sale, transfer or delivery of the Rent Assignment Contributions or Lessor Amount in accordance with the terms of this Participation Agreement; (5) any inaccuracy of any representation or warranty made by the Lessee of or any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) Subsidiaries in any Operative Document or in any certificate delivered by it with respect to any of the Operative Documents; (6) the transactions contemplated hereby or by any other document delivered Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code other than as a result of a breach of the representation set forth in Section 8.1(d) hereof; (7) the retaining or employment of any broker, finder or financial advisor by the Lessee to the Lessor pursuant to act on its behalf in connection with this Participation Agreement; or (8) any Operative Document, other agreement entered into or the occurrence of any Default assumed by Lessee or Event of Default, or the material inaccuracy of any information provided by any such party to any third party its Affiliate in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee(including, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect connection with each of the matters described herein under in this Section 13.1 to which this indemnity shall apply, matters based on or arising from insurance paid for by the negligence of any Person other than the Participant Indemnitee or an Affiliate thereof any General Indemnitee). It is expressly understood and agreed that the indemnities provided for herein shall, except as otherwise provided herein, (i) survive the expiration or assigned to termination of and shall be separate and independent from any remedy under the Lessor by the Lessee Lease or any other Operative Document and (yii) any other indemnity amount received by such Indemnitee in respect of such matters from continue to benefit a Person (other than the Lessor) unrelated Participant that has been replaced pursuant to such IndemniteeSection 14.9 hereof.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossed-Up Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereofthereof entered into or acknowledged by the Lessee; (iiib) the regulation of Leased Assets or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in any Leased Asset or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a SiteAsset, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a any Leased Property Asset or any part thereof, (5) any Claim for patent, trademark or copyright infringement, (6) Claims which would otherwise be covered by insurance policies of the Lessee, as required by Article XVII, and (7) Claims arising from any public improvements with respect to a Leased any Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased PropertyAsset, any Site, title thereto, any interest therein Capitalized Interest or any Basic Base Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site Asset or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andor (viig) subject to the accuracy of Lessor's representation set forth in Section 6.1(a), the transactions contemplated by this Lease or by any Environmental Claim. other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975 (c) of the Code; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 26.1 for any of the following: (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, (3) any Claim to the extent attributable to acts or events occurring after the expiration of the Base Term and the return or remarketing of any Leased Asset so long as the Lessor is not exercising remedies against the Lessee in respect of the matters described herein under Operative Documents, (4) any Claim arising from a breach or from insurance paid for alleged breach by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by of any agreement entered into in connection with the Lessee assignment or participation of Rent and (y5) any other indemnity amount received by such Indemnitee in respect of such matters Claim arising from a Person (other than the Lessor) unrelated 's or any other Indemnitee's violation of any state or federal law or regulation relating to such Indemniteebanking or the offer or sale of securities. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under this Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 26.1, this Section 26.1 shall be construed as an indemnity only and not a guaranty of residual value of any Leased Asset.

General Indemnification. (a) Subject The Lessee agrees, whether or not ----------------------- any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement or proceeding in connection therewithviolation thereof, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property, the ownershipLease or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Sections 16.2, 16.3, 16.4, 17.2(c), 17.2(e) or 17.4 of title the Lease or ---------------------------------------------------------------- any sale pursuant to Articles XX or XXII of the -------------------------- Lease, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the ----- Property or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law federal, state or local law, rule, regulation or order or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” feesthe Property; (vd) the offer, issuance or sale of the Participation Interests, provided that (i) the Lessor shall not be entitled to indemnification under this -------- clause (d) if it shall have been determined by a court of competent jurisdiction ---------- to have breached its representation set forth in Section 8.1(h), (ii) no -------------- Participant shall be entitled to indemnification under this clause (d) if it ---------- shall have been determined by a court of competent jurisdiction to have breached its representation set forth in Section 8.2(f) and (iii) neither the Lessor nor -------------- any Participant shall be entitled to indemnification under this clause (d) with ---------- respect to any Claim which a court of competent jurisdiction determines to have arisen out of the gross negligence or willful misconduct of the Lessor, the Agent or any Participant or its agents, employees or contractors (other than the Lessee) or any misrepresentation of a material fact made by the Lessor, the Agent or such Participant, unless the misrepresentation was made in reliance upon and in conformity with information furnished to the Lessor or such Participant, as applicable, by the Lessee or its agents, employees or contractors; (e) the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Participation Agreement, or the incurring of any fees or commissions to which the Lessor might be subjected by virtue of entering into the transactions contemplated by this Participation Agreement; (g) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title theretothe Equipment, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, the Existing Owner, the Lessor or any of its their contractors or agents or by reason of the financing of the Property or any personality personalty or equipment purchased or leased by the Lessee or Alterations Improvements or Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee Agent or the Lessor, but expressly excluding any Lessor Liens; and; (viih) the transactions contemplated by the Lessee hereby or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code (other than any Claim resulting from a breach of representation or warranty of the Lessor or any Participant); or (i) the Existing Financing, any documentation relating thereto, the Existing Participants, the Existing Owner, or the purchase of the Property by the Lessor, or any matters arising therefrom or related thereto; provided, -------- however, the Lessee shall not be required to indemnify (x) the Lessor for any ------- Claim to the extent arising from any misrepresentation by the Lessor under Section 8.1 (e) or (l) or from the failure by the Lessor to comply with Section ---------------------- ------- 10.3(a), or (y) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both 13.1 for any of the following: ------- ------------ (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee its agents, employees or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person contractors (other than the LessorLessee and its agents, employers or contractors) unrelated (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such IndemniteeClaim), (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, (3) any Claim to the extent attributable to acts or events occurring after the expiration of the Term or the termination of the Lessee's right to possess and control the Property (but not any claim to the extent attributable to acts or events occurring prior to or during the Term or occurring at any time that the Lessee is in actual possession or control of the Property), (4) any Imposition or other claims for Taxes, and (5) any Claims of the type(s) described in Sections 13.2 (only with ------------- respect to claims in respect of a decline in the Fair Market Sales Value of the Property as a result of an event described in Section 13.2(b) and the Lessee's --------------- exercise of the Remarketing Option), 13.6, 13.7, 13.8 and 13.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted, or threatened to be asserted, against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; or (b) any Land, any Building or any part thereof or interest therein; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non- delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewithLien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vd) a the offer, issuance, sale or delivery of the Notes by the Lessee; (e) the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent, the Lease Participant or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement; (g) the existence of any Lien on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except in all cases the Liens listed as items (a) and (b) in favor the definition of Permitted Liens; (h) the transactions contemplated hereby or by any other Operative Document, in respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor LiensCode; andor (viii) any Environmental Claim. act or omission by the Lessee under any Purchase Agreement or any other Operative Document, and any breach of any requirement, condition, restriction or limitation in any Deed; (the foregoing being collectively called the "Indemnified Risks"); provided, however, that no Indemnitee shall be entitled to credit against indemnity (or any payments due other payment or reimbursement) for any Indemnified Risks to an Indemnitee under this Section 7.1 both the extent such Indemnified Risks result from or arise out of one or more of the following (xcollectively, "Excepted Claims"): (1) any insurance recoveries received representation or warranty by such Indemnitee in respect the Operative Documents being incorrect; (2) the willful misconduct or gross negligence of, or the violation of any law, rule or regulation binding upon such Indemnitee unless such violation was caused by some performance or nonperformance on the part of the matters described herein under or from insurance paid for by any Person other than Lessee; (3) the Indemnitee or an Affiliate thereof or assigned to failure on the part of the Lessor by or the Lessee and (y) Agent to distribute in accordance with this Agreement or any other indemnity amount Operative Document any amounts received and distributable by such Indemnitee in respect of such matters it under the Operative Documents; (4) claims arising from a Person Liens (other than Permitted Liens) created by any Indemnitee or anyone claiming by, through or under any Indemnitee and are not related to the Lessortransactions contemplated by the Operative Documents or are voluntarily created or granted in violation of the terms of the Operative Documents (in each case other than through the acts or omissions of the Lessee whether or not in its capacity as the Lessee or as the Construction Agent); (5) unrelated the voluntary transfer by any Indemnitee, other than in accordance with the Operative Documents or in connection with the exercise of rights, powers or remedies under any of the Operative Documents, of any Leased Property or any interest therein; or (6) claims from any acts or omissions occurring after the latest of the Lease Termination Date, the sale of the Leased Property to such Indemniteea Person not affiliated with the Lessee pursuant to the Lease, the termination of the obligations of the Lessee under the Construction Agency Agreement, or the final indefeasible repayment to the Funding Parties in full of the Lease Balance. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other remedy under this Master Agreement, any Lease or any other Operative Document.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory low or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless on an after-tax basis (in accordance with Section 7.5) each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission, includingnegligent or otherwise, without limitationby such Indemnitee or otherwise), payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Document Closing Date or after the Lease Expiration Termination Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; or (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each any Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to thereof or beneficiary of the Operative Documents interest therein; or its involvement in the transactions contemplated in the Operative Documents; (ivc) the offeracquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer or title, redelivery, use, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including any sale pursuant to Section 6.3 of title the Lease or any sale pursuant to Article XVIII of the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Sites or the failure imposition of any Lien (or incurrence of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law law, including Applicable Laws and Regulations, or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, clean-up costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverablediscoverable by Lessee or any Indemnitee, (iv) any Claim based upon a violation Claims resulting from the existence or alleged violation of the terms Release of any restriction, easement, condition Hazardous Materials at or covenant or other matter affecting title to a Leased Property or a Site, the making of from any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, Site and (v) any Claim for patent, trademark trademark, tradename or copyright infringement, and Claims arising from provided that the matters in this clause (c) shall be without duplication of any public improvements with respect matter for which indemnification is provided pursuant to a Leased Property the Environmental Indemnity; (d) the offer, issuance, sale or a Site resulting in any change delivery of the Notes; (e) the breach or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a alleged breach by the Lessee of any of its covenants under representation or warranty, covenant or agreement made by it or deemed made by it in any Operative Document, ; (f) the transactions contemplated hereby or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code or the occurrence of (g) any Default other agreement entered into or Event of Default, or the material inaccuracy of any information provided assumed by any such party to any third party Lessee in connection with any Site (including, in each case, matters based on or arising from the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence negligence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimIndemnitee). Lessee shall not be entitled required to credit against any payments due to an Indemnitee indemnify under this Section 7.1 both for (x1) as to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee, as determined by a court of competent jurisdiction or to the extent resulting from the breach of representations, warranties or covenants of such Indemnitee (including, in the case of clause (f) of this Section 7.1, the representation of such Lender set forth in Section 4.2(e) and the covenant of such Lender set forth in Section 6.3(c)), (2) any insurance recoveries received by such Indemnitee Claims in respect of the matters described herein under or from insurance paid for by any Person Taxes (such Claims to be subject to Section 7.2), other than a payment necessary to make payments under this Section 7.1 on an after-tax basis, provided, that this clause (2) does not apply to any taxes or penalties included in Claims against which the Indemnitee or is provided an Affiliate thereof or assigned indemnification under clause (f) of this Section 7.1 and (3) as to an Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is responsible for discharging under the Operative Documents. In the event that the indemnification provided for herein is prohibited by Applicable Laws and Regulations, Lessee will contribute to a Claim to the Lessor maximum extent permitted by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemniteelaw.

General Indemnification. (a) Subject Each of DAP and each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (provided that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee's negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations sale (including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee sale pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereofLease), any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.return or

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement or proceeding in connection therewithviolation thereof, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property, the ownershipLease or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Sections 16.2, 16.3, 16.4, 17.2(c), 17.2(e) or 17.4 of title the Lease or any sale pursuant to Articles XX or XXII of the Lease, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law federal, state or local law, rule, regulation or order or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” feesthe Property; (vd) the offer, issuance or sale of the Participation Interests, provided that (i) Lessor shall not be entitled to indemnification under this clause (d) if it shall have been determined by a court of competent jurisdiction to have breached its representation set forth in Section 8.1(h), (ii) no Participant shall be entitled to indemnification under this clause (d) if it shall have been determined by a court of competent jurisdiction to have breached its representation set forth in Section 8.2(f) and (iii) neither Lessor nor any Participant shall be entitled to indemnification under this clause (d) with respect to any Claim which a court of competent jurisdiction determines to have arisen out of the gross negligence or willful misconduct of Lessor, Agent or any Participant or its agents, employees or contractors (other than Lessee) or any misrepresentation of a material fact made by Lessor, Agent or such Participant, unless the misrepresentation was made in reliance upon and in conformity with information furnished to Lessor or such Participant, as applicable, by Lessee or its agents, employees or contractors; (e) the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by Lessee to act on its behalf in connection with this Participation Agreement, or the incurring of any fees or commissions to which Lessor might be subjected by virtue of entering into the transactions contemplated by this Participation Agreement; (g) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title theretothe Equipment, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, the Existing Owner, Lessor or any of its their contractors or agents or by reason of the financing of the Property or any personality personalty or equipment purchased or leased by the Lessee or Alterations Improvements or Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee Agent or the Lessor, but expressly excluding any Lessor Liens; and; (viih) the transactions contemplated by Lessee hereby or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code (other than any Claim resulting from a breach of representation or warranty of Lessor or any Participant); or (i) the Existing Financing, any documentation relating thereto, the Existing Participants, the Existing Owner, or any matters arising therefrom or related thereto; provided, however, Lessee shall not be required to indemnify (x) Lessor for any Claim to the extent arising from any misrepresentation by Lessor under Section 8.1(e) or (l) or from the failure by Lessor to comply with Section 10.4(a), or (y) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both 13.1 for any of the following: (xi) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee or its agents, employees or contractors (other than Lessee and its agents, employers or contractors) (it being understood that Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim), (ii) any Claim resulting from Lessor Liens which Lessor is responsible for discharging under the Operative Documents, (iii) any Claim to the extent attributable to acts or events occurring after the expiration of the Term or the termination of Lessee's right to possess and control the Property (but not any claim to the extent attributable to acts or events occurring prior to or during the Term or occurring at any time that Lessee is in actual possession or control of the Property), (iv) any Imposition or other claims for Taxes, and (v) any Claims of the type(s) described in Sections 13.2 (only with respect to claims in respect of a decline in the matters Fair Market Sales Value of the Property as a result of an event described herein under or from insurance paid for by any Person other than in Section 13.2(b) and Lessee's exercise of the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee Remarketing Option), 13.6, 13.7, 13.8 and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee13.

General Indemnification. (a) Subject Each of DTD and each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (provided that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee's negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (i) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement, and (vi) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (vii) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vc) the breach or alleged breach (other than a breach wrongfully alleged by the such Indemnitee) by DTD or any Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant by any Operative Document (without giving effect to any Operative Documentexception in any representation based on the absence of a Material Adverse Effect); (vid) the retaining or employment of any broker, finder or financial advisor by DTD or any Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (e) the existence of any Lien on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Construction Agent, any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations constructed by any Lessee; (f) the Lesseetransactions contemplated hereby or by any other Operative Document, except Liens in favor respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor Liens; andCode; (viig) any Environmental Claim. act or omission by DTD or any Lessee under any Purchase Agreement or any other Operative Document, or any breach by DTD or any Lessee of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement, IDB Documentation or Ground Lease; or (h) any IDB Documentation; provided, however, no Lessee shall be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any Claim to the extent that such Claim results from (xi) any insurance recoveries received by the willful misconduct or gross negligence of such Indemnitee in respect or (ii) actions or events occurring after the Lease has terminated and possession of the matters described herein under or from insurance paid for by any Leased Properties has been turned over to a Person other than the Indemnitee Agent, any Funding Party, DTS or an any Affiliate thereof thereof; and, provided, further, that with respect to each Construction Land Interest, each Lessee's indemnity obligations with respect to such Leased Property shall be governed by Section 3.3 of the Construction Agency Agreement during the Construction Term therefor. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or assigned to the Lessor by the Lessee termination of, and (y) shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. Lessee shal1 pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgements, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if aay) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, thc manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilitics to thc extent resulting in solely from the gross negligence or wilful misconduct of Lessor. Lessee shall deliver promptly to Lcssor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents roceived from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or Its operation.

General Indemnification. (a) Subject to clauses (b) the limitations in Section 6.2(c), from and (f) belowafter the Closing, the Lessee will indemnifySellers, defend jointly and severally, shall indemnify Buyer and its directors, officers, employees, members, managers, partners, agents, attorneys, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”), and shall hold each Indemnitee harmless, on a Grossed-Up Basis, of them harmless from and against any and all Claims (which may include the outstanding Lease Balance Losses that are incurred, sustained or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of suffered by any of them (in connection with a Third Party Claim or otherwise) in connection with, based upon, arising out of, relating to or resulting from all of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):following: (i) each Leased Propertyany misrepresentation or breach of, each Site, the Lessee Collateral or, in each caseor inaccuracy in, any part thereof;representation or warranty made by any Seller in this Agreement or any other certificate or Ancillary Document delivered by any Seller hereunder; and (ii) any breach of any covenant or agreement made by Seller in this Agreement. (b) Subject to the limitations in Section 6.2(c), from and after the Closing, Buyer shall indemnify the Sellers and their respective directors, officers, employees, members, managers, partners, stockholders, agents, attorneys, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”), and shall hold each of them harmless from and against any and all Losses that are incurred, sustained or suffered by any of them (in connection with a Third Party Claim or otherwise) in connection with, based upon, arising out of, relating to or resulting from: (i) any misrepresentation or breach of, or inaccuracy in ,any representation or warranty made by Buyer in this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in this Agreement. (c) Neither Sellers nor Buyer shall be obligated to provide any indemnification for Losses under Section 6.2 unless the aggregate amount of Losses incurred, sustained or suffered by all Buyer Indemnified Parties or Seller Indemnified Parties (as the case may be) for which such Buyer Indemnified Parties or Seller Indemnified Parties (as the case may be) would, but for this Section 6.2(c), be entitled to indemnification under Section 6.2, exceed $500,000 (the “Deductible”), in which case the Sellers or the Buyer (as the case may be) will be obligated to provide indemnification only to the extent such Losses are in excess of the Operative Documents Deductible; provided, however, that: (i) the Deductible shall not apply to any Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 6.2(a)(i) in respect of any representations or warranties in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.5 (Title to Shares), Section 3.6 (Brokers) (the “Seller Fundamental Representations”), and (ii) the Deductible shall not apply to any Losses for which the Seller Indemnified Parties are entitled to indemnification under Section 6.2(b)(i) in respect of any representations or warranties in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.5 (Investment Intent; No Registration), Section 4.6 (Condition of Company; Independent Investigation) or Section 4.7 (Brokers) (the “Buyer Fundamental Representations”). The cumulative aggregate liability of the Seller for indemnification for Losses under Section 6.2(a)(i) (other than in respect of the Seller Fundamental Representations) shall not exceed $1,000,000 (the “Maximum”); provided, however, that the cumulative aggregate liability of the Seller for indemnification for Losses under Section 6.2(a)(i) in respect of the Seller Fundamental Representations shall not exceed the Purchase Price (the “Cumulative Aggregate Cap”). The cumulative aggregate liability of Buyer for indemnification for Losses under Section 6.2(b)(i) (other than in respect of the Buyer Fundamental Representations) shall not exceed the Maximum; provided, however, that the cumulative aggregate liability of Buyer for Losses under Section 6.2(b)(i) in respect of the Buyer Fundamental Representations shall not exceed the Cumulative Aggregate Cap. (d) In no event shall the limitations in Section 6.2(c) apply to any Losses incurred, sustained or suffered by any Indemnitee in connection with, based upon, arising out of, relating to or resulting from (i) any breach of any covenant or agreement made by any Seller in this Agreement, (ii) any breach of any covenant or agreement made by Buyer in this Agreement, or (iii) any claim for fraud or intentional misrepresentation. (e) A party entitled to indemnification hereunder shall herein be referred to as an “Indemnitee.” A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an “Indemnitor.” Promptly after an Indemnitee either receives notice of any claim or the commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder (a “Third Party Claim”), such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article VI, notify such Indemnitor in writing of such Third Party Claim; provided, however, that failure to notify an Indemnitor of a Third Party Claim shall not relieve such Indemnitor of any of its obligations hereunder, except to the transactions contemplated therebyextent the Indemnitor is actually and materially prejudiced in its defense of such Third Party Claim. Except as provided in this Section 6.2, the Indemnitor shall have the right, at its sole expense, using counsel reasonably acceptable to the Indemnitee and subject to the terms and conditions set forth in this Section 6.2, to contest, defend, litigate or settle any investigationsuch Third Party Claim; provided, litigationthat (i) the Indemnitor shall have notified the Indemnitee in writing of its intention to assume the defense of such Third Party Claim within thirty (30) days of the Indemnitee having given notice of the Third Party Claim to the Indemnitor; (ii) the Indemnitor expressly agrees in such notice to the Indemnitee that, enforcement or proceeding as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to fully satisfy and discharge the Third Party Claim without reservation of any rights but subject to the limitations set forth in connection therewith, and any amendment, modification or waiver in respect thereof; this Agreement; (iii) the regulation Third Party Claim is not, in the reasonable judgment of the ownershipIndemnitee, constructionlikely to result in Losses that will exceed the limitations on the right of the Indemnitee to indemnification contained in Section 6.2(c); (iv) if reasonably requested to do so by the Indemnitee, installation, leasing, use or operation the Indemnitor shall have made reasonably adequate provision to ensure the Indemnitee of each Leased Property, each Site or the financial ability of the Indemnitor to satisfy the full amount of any part thereof, but only adverse monetary judgment that may result from such Third Party Claim; (v) assumption by the Indemnitor of such Third Party Claim would not reasonably be expected to be materially detrimental to the extent that the Indemnitee is subjected to such regulation (other than solely as a result of its being a party to or beneficiary monetary damages awarded in connection with such Third Party Claim not in excess of the Operative Documents or its involvement limitations on the right of the Indemnitee to indemnification contained in Section 6.2(c)), and (vi) the transactions contemplated Indemnitor shall at all times diligently contest the Third Party Claim (the conditions set forth in the Operative Documents; clauses (i), (ii), (iii), (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach and (vi) being collectively referred to as the “Litigation Conditions”). The Indemnitee shall have the right to participate in, and to be represented by the Lessee of any of counsel (at its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleadingown expense) in any Operative Document such contest, defense, litigation or in any certificate or other document delivered settlement conducted by the Lessee Indemnitor; provided, that the Indemnitee shall be entitled to reimbursement therefor if the Lessor pursuant Indemnitor shall lose its right to any Operative Documentcontest, defend, litigate and settle the Third Party Claim or if representation of the Indemnitor and the Indemnitee by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest under applicable standards of professional conduct. The Indemnitor, if it shall have assumed the defense of a Third Party Claim as provided in this Section 6.2, shall not consent to a settlement of, or the occurrence entry of any Default judgment arising from, any such Third Party Claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or Event delayed). The Indemnitor shall not, without the prior written consent of Defaultthe Indemnitee, enter into any compromise or settlement which commits the Indemnitee to take, or the material inaccuracy of to forbear to take, any information provided by any such party to any third party in connection with the preparation action or which does not provide for a complete release by such third party of a report the Indemnitee. Notwithstanding anything contained herein to the contrary, the Indemnitee shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, if such Third Party Claim involves criminal or quasi-criminal allegations or seeks primarily equitable or other document required non-monetary relief. All expenses (including attorneys’ fees) incurred by the Indemnitor in connection with the foregoing shall be paid by the Indemnitor. No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Article VI shall relieve it of such obligations to the extent such obligations exist. If the Indemnitor fails to assume the defense of a Third Party Claim as provided in this Section 6.2 for any reason (including, for the avoidance of doubt, as a result of the failure of any of the Litigation Conditions), then the Indemnitor shall not be delivered pursuant entitled, and shall lose its right, to contest, defend, litigate and settle such a Third Party Claim, and the Indemnitee shall have the right, without prejudice to its right to seek indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim either before or after the initiation of Litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that at least five (5) Business Days prior to any Operative Document; (vi) the existence such settlement, written notice of any Lien on or with respect its intention to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished settle is given to the LesseeIndemnitor. If, in accordance with this Section 6.2, the Indemnitee contests, defends, litigates or settles any of its contractors or agents or by reason of Third Party Claim for which the financing of any personality or equipment purchased or leased Indemnitee is entitled to indemnification hereunder, the Indemnitee shall be reimbursed by the Lessee or Alterations constructed by Indemnitor for the Lesseereasonable attorneys’ fees and other expenses of contesting, except Liens in favor of the Lessee or the Lessordefending, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled litigating and/or settling such Third Party Claim which are incurred from time to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemniteetime.

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted, or threatened to be asserted, against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (ia) each Leased Propertythe Transaction, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions transactions, agreements or instruments contemplated thereby, thereby or any investigation, litigation, enforcement or proceeding in connection therewithby the Original Participation Agreement, and any amendment, modification or waiver in respect thereof; or (b) the Leased Property or any part thereof or interest therein; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in the Leased Property or the imposition of any product produced therewithLien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon or on any other collateral securing the Equity Investment, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a the Leased Property or a Siteany part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a the Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a the Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any the Leased Property or any Claim for utility “tap-in” fees, and (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on the Land, Improvements or Leased Property; (vd) a the offer, issuance, sale or delivery of the Equity Investment; (e) the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by Lessee to act on its behalf in connection with this Agreement, or the incurring of any fees or commissions to which Lessor might be subjected by virtue of their entering into the transactions contemplated by this Agreement; (g) the existence of any Lien on or with respect to any the Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any the Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except in all cases the Liens listed as item (a) in favor the definition of Permitted Liens; (h) the transactions contemplated hereby or by any other Operative Document, in respect of the Lessee application of Parts 4 and 5 of Subtitle B of Title I of ERISA, or any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor LiensCode; andor (viii) any Environmental Claim. Breakage Costs; provided, however, Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any of the following: (x1) any insurance recoveries received by Claim to the extent that such Indemnitee Claim results from the willful misconduct or gross negligence of such Indemnitee, (2) any Claim resulting from Lessor Liens which Lessor is responsible for discharging under the Operative Documents, (3) without limiting the provisions of Section 7.2, any Claim related to the Leased Property to the extent attributable to acts or events occurring after the expiration of the Basic Lease Term and the return of the Leased Property to Lessor so long as Lessor is not exercising remedies against Lessee in respect of the matters described herein under or from insurance paid for by Operative Documents, (4) any Person other than the Indemnitee or an Affiliate thereof or assigned Claim to the extent that such Claim results from the breach by Lessor of any covenant, representation or warranty made by the Lessee it in any Operative Document, and (y5) Taxes (it being understood that Section 7.4, rather than this Section 7.1, will govern Lessee’s obligations in regard to Taxes). It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing any Advance Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; or (iiib) the regulation of Leased Property or any part thereof or interest therein; or (c) the ownershipacquisition, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, nondelivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation of each Leased Propertysubstitution, each Site storage, transfer or any part thereoftitle, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offerredelivery, use, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Articles XVI, XVII or XXII of title the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in the Leased Property or the imposition of any product produced therewithLien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law or Applicable Laws and Regulations (including in tort (strict liability or otherwise)), (ii) latent or other defects, whether or not discoverable, 56 62 (iii) any Claim based upon a violation of BNP or alleged violation of the terms in respect of any restrictionagreement with BNP to purchase the Existing Sites, easement, condition or covenant or other matter affecting title including any Claim relating to a Leased Property or a Site, the making breach of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereofsuch agreement, and (iv) any Claim for patent, trademark or copyright infringement; (d) the offer, and Claims arising from any public improvements with respect to a Leased Property issuance, sale or a Site resulting in any change delivery of the Notes or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; Investment; (ve) a the breach by the Lessee of any of its covenants under representation or warranty made by it or deemed made by it in any Operative Document, ; (f) the transactions contemplated hereby or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code or the occurrence of (g) any Default other agreement entered into or Event of Default, or the material inaccuracy of any information provided assumed by any such party to any third party Lessee in connection with the preparation by such third party Leased Property (including, in each case, matters based on or arising from the negligence of a report or other document any Indemnitee, except any indemnification of Agent for its own negligence in the handling of funds as specifically excluded below); provided, however, Lessee shall not be required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee indemnify under this Section 7.1 both 11.1 for (x1) as to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that no Indemnitee shall be deemed to be negligent, grossly negligent or to have acted wilfully and the parties acknowledge that this indemnity shall fully apply in connection with any Claim of BNP if Lessor fails to purchase the Sites upon the failure of any condition thereto set forth in Article 6 of this Participation Agreement), (2) any insurance recoveries received Claims in respect of Taxes (such Claims to be subject to Section 11.2), other than a payment necessary to make payments under this Section 11.1 on an after-tax basis; provided that the exclusion provided in this clause (2) does not apply to any taxes or penalties included in Claims against which the Indemnitee is provided an indemnification under clause (f) of this Section 11.1, (3) as to an Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is responsible for discharging under the Operative Documents (4) as to an Indemnitee, any Claim to the extent resulting from any transfer by such Indemnitee in respect violation of this Agreement or the matters described herein Operative Documents (provided, however, that this clause (4) shall not affect the indemnification rights under this Section 11.1 of any Participant which becomes a Participant pursuant to a transfer under Section 10.3 or 10.4), (5) as to an Indemnitee, any Claim against such Indemnitee by another Indemnitee if such Claim is not related or connected in any way with any action or inaction of Lessee or any Claim by or against Lessee or for which Lessee is otherwise liable under the Operative Documents, (6) as to Lessor, any Claim against Lessor to the extent arising from any breach of a representation or warranty by Lessor set forth in Section 8.2 of this Agreement or in any other Operative Document or the Private Placement Letter or from insurance paid for by the failure of Lessor to comply in all material respects with the terms of this Agreement or the other Operative Documents, (7) as to an Indemnitee, any Person other than the Claim against such Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received extent arising from a breach of a representation or warranty by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.under this

General Indemnification. (a) Subject Whether or not the transactions contemplated hereby are consummated, to clauses (b) the fullest extent permitted by Applicable Laws and (f) belowRegulations, the Lessee will hereby assumes liability for and agrees to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossedan after-Up Basis, tax basis (in accordance with Section 7.4) from and against against, any and all Claims of every kind and nature whatsoever that may be imposed on, incurred by, or asserted against any Indemnitee, which are not directly and primarily caused by (which may i) the fraud, gross negligence or willful misconduct of such Indemnitee (provided that the indemnification provided under this Section 7.1 shall specifically include matters based on or arising from the outstanding Lease Balance negligence of any Indemnitee), (ii) the breach by such Indemnitee of any representation, warranty or any portion thereof subject to any limitations covenant set forth in any Operative Document or (iii) the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out violation by such Indemnitee of any of the following (Applicable Laws and Regulations, whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Delivery Date or after the Lease Expiration Date):, and which relates in any way to or arises in any way out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Thermogas Acquisition, the ownershipAcquired Property or any Part thereof or interest therein; (c) the acquisition, mortgaging, design, manufacture, re-manufacture, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, transportation, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site registration or any part thereofre-registration, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offerredelivery, use, operation, condition, financing, refinancing, inspectionsale (including, mortgagingwithout limitation, pledgingany sale pursuant to the Lease), granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all the Units or any part of each Leased Property Unit or any product produced therewith, each Site or any interest therein or improvements thereto Part thereof or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of any Lien) on any of the foregoing in accordance with the requirements of the Operative DocumentsUnits, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, (i) Claims or penalties arising from any violation of law Applicable Laws and Regulations or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including, without limitation, investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (iv) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (vd) the sale or other disposition of any of the Acquired Property, including, without limitation, any disposition pursuant to the Sale Option, Purchase Option or as a result of the exercise of remedies; (e) the offer, issuance, sale or delivery of the Certificates or the Notes; (f) the breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vig) the existence transactions contemplated hereby or by any other Operative Document in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; (h) any Claims related to the Release from any Unit of any Lien substance into the environment, including (without limitation) Claims arising out of the use of any Unit for the transportation or storage of any Hazardous Material; (i) any failure on the part of Lessee to perform or comply with any of the terms of any Operative Document; or (j) any other agreement entered into or assumed by Lessee in connection with any Unit. It is expressly understood and agreed that this Section 7.1 shall not apply to Claims in respect of: (A) Taxes (such Claims being subject to Section 7.2), except with respect to (1) taxes or penalties included in Claims described in clause (g) above, and (2) any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed payment necessary to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens make payments under this Section 7.1 in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liensaccordance with Section 7.4; and (viiB) any Environmental Claim. Lessee shall be entitled to credit against any payments due as to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by Indemnitee, Certificate Trustee Liens which such Indemnitee in respect of is responsible for discharging under the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeOperative Documents.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; PROVIDED, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct or Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county of municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys’ fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a “Liability”) arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee’s failure to perform any covenant, or breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted, or threatened to be asserted, against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; or (b) the Land, any Building or any part thereof or interest therein; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in the Leased Property or the imposition of any product produced therewithLien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a the Leased Property or a Sitethe part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a the Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a the Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any the Leased Property or any Claim for utility “"tap-in” " fees, (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on the Land, Building or Leased Property and (8) any Claim in respect of the Tripartite Agreement/Option Agreement other than Claims resulting from actions of the Lessor after the Closing Date taken without the consent of the Lessee; (vd) a the offer, issuance, sale or delivery of the Notes by the Lessee; (e) the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement; (g) the existence of any Lien on or with respect to any the Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any the Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessor or the Lessee, or any of its their respective contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessor or the Lessee or Alterations constructed by the Lessor or the Lessee, except in all cases the Liens listed as items (a) and (b) in favor the definition of Permitted Liens; (h) the transactions contemplated hereby or by any other Operative Document, in respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor Liens; andTax Code; (viii) any Environmental Claim. act or omission by the Lessee under any Operative Document, and any breach of any requirement, condition, restriction or limitation in any Deed; or (j) any activities or liabilities of the Lessor that were conducted or incurred prior to the Closing Date; provided, however, that the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any of the following: (x1) any insurance recoveries received by Claim to the extent that such Indemnitee in respect Claim results from the willful misconduct (not taken at the request of the matters described herein under Lessee), willful misrepresentation or gross negligence of such Indemnitee, or (2) any Claim resulting from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to Lessor Liens which the Lessor by Indemnitee Group is responsible for discharging under the Lessee Operative Documents. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject The Lessee agrees to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject to any limitations set forth in the Operative Documentsasserted against such Indemnitee, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Indemnitee shall also be indemnified as to any such Claim arises by any other Person, in any way relating to or accrues prior to the Closing Date or after the Lease Expiration Date):arising out of: (ia) each Leased Propertyany injury or damage to Persons or property arising from the actions or inactions of Lessee (or its employees, each Siteagents, the Lessee Collateral orAffiliates, in each case, any part thereofor invitees); (iib) this Lease, any of the other Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereofthereof requested by Lessee; (iiic) the regulation of Property or any part thereof or interest therein; (d) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, nondelivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, disposition, (1) Claims or penalties arising from any violation of law Applicable Law or in tort (on the basis of strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Improvements in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or (6) any Claim for utility “tap-in” feesLessee's failure to procure and maintain in effect all Governmental Approvals required under Applicable Law; (ve) a the breach by the Lessee or Guarantor of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) them or deemed made by them in this Lease or any other Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to this Lease or any other Operative Document;; or (vif) the existence of any Lien on or with respect to any Leased the Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Improvements constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee or Lessor; provided, however, that the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 14.1 for any of the following: (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee in respect Indemnitee, (2) any Claim resulting from Lessor Liens, and (3) any Claim for lost opportunity costs of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof consequential or assigned incidental damages to any Indemnitee. It is expressly understood and agreed that the Lessor by indemnity provided for herein shall survive the Lessee expiration or termination of and (y) shall be separate and independent from any remedy under any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. Whether or not the transactions contemplated hereby are consummated, to the fullest extent permitted by Applicable Laws, each Lessee hereby (ax) Subject to clauses (b) waives and releases any Claims now or hereafter existing against any Indemnitee on account of, and (fy) below, the Lessee will agrees to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossedan after-Up Basis, tax basis (in accordance with Section 9.5) from and against against, any and all Claims of every kind and nature whatsoever that may be imposed on, incurred by, or asserted against any Indemnitee, which are not directly and primarily caused by the gross negligence or willful misconduct of the Indemnitee (which may provided that the indemnification provided under this Section 9.1 shall specifically include matters based on or arising from the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out negligence of any of the following (Indemnitee), whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, and which relates in any way to or arises in any way out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation any Facility at which any portion of the ownershipEquipment is at any time located, construction, installation, leasing, use or operation of each Leased Property, each Site the Equipment or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary any interest in any of the Operative Documents or its involvement in the transactions contemplated in the Operative Documentsforegoing; (ivc) the offeracquisition, mortgaging, design, manufacture, re-manufacture, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, titling or retitling, transfer of title, registration or re-registration, redelivery, use, operation, condition, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Equipment or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of any Lien) on any of the foregoing in accordance with the requirements of the Operative DocumentsEquipment, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, including (i) Claims or penalties arising from any violation of law Applicable Laws (other than any such violation primarily caused by the Indemnitee) or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (iv) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (vd) the sale or other disposition of any of the Equipment, including any disposition as a result of the exercise of remedies; (e) the offer, issuance, sale, execution or delivery of the Notes; (f) the breach by the any Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vig) the existence transactions contemplated hereby or by any other Operative Document in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any Prohibited Transaction described in Section 4975(c) of the Code; (h) any Claims related to the Release from any applicable Facility upon or at which any of the Equipment is located or any of the Equipment of any Lien substance into the environment, including Claims arising out of the use of any Equipment for the transportation or storage of any Hazardous Material; (i) any failure on the part of any Lessee to perform or comply with any of the terms of any Operative Document; or (j) any other agreement entered into or assumed by any Lessee in connection with any item of Equipment. It is expressly understood and agreed that this Section 9.1 shall not apply to Claims to the extent resulting from: (i) Taxes (such Claims being subject to Section 9.2), except with respect to (1) taxes or penalties included in Claims described in clause (g) above, and (2) any Leased Propertypayment necessary to make payments under this Section 9.1 in accordance with Section 9.5; (ii) as to an Indemnitee, any SiteLessor Liens which such Indemnitee is responsible for discharging under the Operative Documents; (iii) as to an Indemnitee, title thereto, any interest therein the gross negligence or willful misconduct of such Indemnitee or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, Affiliate thereof or any of their respective agents, officers, directors, servants or employees thereof; (iv) as to an Indemnitee, the incorrectness of any representation or warranty by such Indemnitee in any Operative Document; (v) as to an Indemnitee, the failure by any such Indemnitee to perform or observe any term, agreement, or covenant on its contractors part required to be performed or agents observed in any Operative Document, except to the extent such failure results from a Default or Event of Default; (vi) as to an Indemnitee, the offer or sale by reason or on behalf or for the account of such Indemnitee of any Note or any interest in any of the financing Collateral (other than arising in connection with the exercise of any personality rights or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor remedies following an Event of the Lessee or the Lessor, but expressly excluding any Lessor LiensDefault); and (vii) any Environmental Claim. Lessee shall be entitled expense to credit against any payments due Indemnitee solely attributable to an Indemnitee under this Section 7.1 both the appointment of a successor Trustee, other than any appointment of a successor Trustee, that is either (x) any insurance recoveries received by such Indemnitee in respect with the prior written consent of the matters described herein under Lessees or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) in connection with any other indemnity amount received by such Indemnitee in respect Event of such matters from a Person (other than the Lessor) unrelated to such IndemniteeDefault.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which by any third-party that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject to any limitations set forth in the Operative Documentsasserted against such Indemnitee, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior (except to the Closing Date extent such claim is covered by the insurance required by the Lease) and in any way relating to or after the Lease Expiration Date):arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereofthereof (except to the extent the Lender's or the Lessor's actions with respect to such matters are in material violation of Applicable Law); (ii) the Land or any part thereof or interest therein; (iii) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation of each Leased Propertysubstitution, each Site storage, transfer or any part thereoftitle, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offerredelivery, use, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each or any interest in the Leased Property or the imposition of any product produced therewithLien (other than a Lessor Lien) (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, including without limitation, limitation (A) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (B) latent or other defects, whether or not discoverable, (C) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a the Leased Property or a SiteProperty, (D) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a the Leased Property or any part thereof, (E) any Claim for patent, trademark or copyright infringement, infringement and (F) Claims arising from any public improvements with respect to a the Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any the Leased Property or any Claim for utility “"tap-in” " fees; (viv) a the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate required to be delivered under any Operative Document; (v) the retaining or other document delivered employment of any broker, finder or financial advisor by the Lessee to the Lessor pursuant to any Operative Documentact on its behalf in connection with this Participation Agreement, or the occurrence authorization of any Default broker or Event of Defaultfinancial adviser retained or employed by any other Person who or which acts on Lessee's behalf, or the material inaccuracy incurring of any information provided fees or commissions to which the Lessor or the Lender might be subjected by any such party to any third party in connection with virtue of their entering into the preparation transactions contemplated by such third party of a report or other document required to be delivered pursuant to any Operative Documentthis Participation Agreement; (vi) the existence of any Lien (other than a Lessor Lien) on or with respect to any the Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens (other than a Lessor Lien) which arise out of the possession, use, occupancy, construction, repair or rebuilding of or title to or interest of any Person in the Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, Lessee or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except in all cases the Liens listed as items (i) and (ii) in favor the definition of the Lessee or the Lessor, but expressly excluding any Lessor Permitted Liens; and; (vii) any Environmental Claim. breach of any requirement, condition, restriction or limitation affecting title to the Land; or (viii) to the extent not insured by the Title Policies, (A) any failure of title (except with respect to Permitted Liens) to any part of the Leased Property or failure (including the failure to create), lack of perfection, recordation, or loss of priority of the lien of any Mortgage or the security interests in personal property created thereby, or (B) the unenforceability, as a matter of law or equity, in whole or in part, of the Assignment of Lease and Rents or any Mortgage or, with respect to the obligations of the Lessee, any other Operative Document to which it is a party, except to the extent that the enforceability of such documents shall be affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors' rights generally, (ii) equitable principles limiting the availability of equitable remedies, or (iii) limits on enforceability of any provision calling for the payment of attorneys' fees; PROVIDED, HOWEVER, that the Lessee shall not be entitled required to credit against indemnify (x) any payments due to an Indemnitee under this Section 7.1 both for any Claim (xA) any insurance recoveries received by to the extent that such Claim results from the willful misconduct or gross negligence of such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor), or (B) unrelated which occurs or arises out of a time when the Lessee was not an owner, lessee or otherwise using or in possession of the Leased Property or the applicable part thereof, or (y) the Lessor, to the extent that such IndemniteeClaim results from its willful misconduct, or for any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document.

General Indemnification. (a) Subject The Lessee agrees, whether or not ----------------------- any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated therebythereby or any violation thereof, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property, the ownershipLease, any permitted sublease or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations sale (including, without limitation, any sale pursuant to Sections 16.2, 16.3, 17.2(c), 17.2(e), 17.2(h) or 17.4 of the Lease or any sale pursuant to Articles XX or XXII of the Lease (except for any amounts payable pursuant to Section 13.2 hereof), return or other disposition of all or ------------ any part or any interest in the Property or the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, including, without limitation: (1) Claims or penalties arising from any violation of law foreign, federal, state or local law, rule, regulation or order or in tort (strict liability or otherwise)) arising in connection with the Property, the Operative Documents or the transactions contemplated thereunder, including Claims made by invitees of Lessee or any assignee or any sublessee of Lessee or any assignee, or by any other Person entering on or in the Property (2) latent or other defectsdefects in, to or affecting the Property, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of the Lease or any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to the Property, (7) Claims based on violations or failure of title arising in connection with the zoning ordinances, rules, regulations or laws applicable to the Property and (8) any Leased claim resulting from or related to the leasing or subleasing of the Property or any Claim for utility “tap-in” feesthe construction of the Improvements; (vd) a the offer, issuance or sale of the Participation Interests or any interest therein in accordance with the terms of the Operative Documents; (e) the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee or any Affiliate to act on its behalf in connection with this Participation Agreement, or the incurring of any fees or commissions to which the Lessor might be subjected by virtue of entering into the transactions contemplated by this Participation Agreement; (g) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title theretothe Equipment, any interest therein or the Lease, any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, the Existing Owner, the Lessor or any of its their contractors or agents or by reason of the financing of the Property or any personality personalty or equipment purchased or leased by the Lessee or Alterations Improvements or Modifications constructed by the LesseeLessee or any sublessee, except Lessor Liens and Liens in favor of the Lessee Agent or the Lessor; (h) the transactions contemplated hereby, by the Lease or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code (other than any Claim resulting from a breach of representation or warranty of the Lessor or any Participant); or (i) the purchase of the Property by the Lessor, or any matters arising therefrom or related thereto; provided, however, the Lessee shall not be required to indemnify any Indemnitee -------- ------- under this Section 13.1 for any of the following: (1) any Claim to the extent ------------ resulting from the willful misconduct or gross negligence of such Indemnitee (it -- being understood that the Lessee shall be required to indemnify an Indemnitee ---------------- even if the ordinary (but expressly excluding not gross) negligence of such Indemnitee caused or contributed to such Claim), (2) any Claim resulting from Lessor LiensLiens which the Lessor is responsible for discharging under the Operative Documents, (3) any Imposition or other claims for Taxes of the type(s) described in Section 13.5, ------------- (4) any Claims of the type(s) described in Sections 13.2, 13.6, 13.7, 13.8 and ------------- ---- ---- ---- 13.10, or (5) any such Claim under this Section 13.1 arising with respect to the ----- ------------ Improvements only prior to the Completion Date except as follows: (A) The Lessee shall indemnify the Lessor from and against any Claim Within the Lessee's Control, subject to the following: (1) if such Claim is not related to an inability or failure to complete construction of the Improvements (or if such Claim is related to an inability or failure to complete construction of the Improvements but also constitutes or arises out of a Fully Indemnifiable Event), the indemnification provided in this Section 13.1 shall not be subject to any monetary ------------ limitation; and (vii2) any Environmental Claim. Lessee shall be entitled to credit against any payments due if such Claim is related to an Indemnitee under inability or failure to complete construction of the Improvements and such Claim does not constitute or arise out of a Fully Indemnifiable Event, the Lessee's monetary obligation for indemnification provided in this Section 7.1 both 13.1 together with all other similarly ------------ limited amounts payable prior to the Complete Date under Section ------- 9.1(b)(i), Section 9.3(b)(i), Section 13.10, clause (xi)(B) any insurance recoveries received by such Indemnitee in respect to the --------- ----------------- ------------- the proviso of Section 24.1 of the matters described herein Lease and any similarly limited payment obligation of the Lessee in connection with the return or sale of the Property under the Lease or from insurance paid the Construction Agency Agreement, shall not exceed the maximum Land Interest Residual Value Guarantee Amount and Improvements Residual Value Guarantee Amount. (B) If any Lessor Party incurs any such claims or expenses for which the Lessee is not obligated to indemnify such Lessor Party pursuant to clause (5)(i) of this Section 13.1, such claims shall, if ------------- ------------ such Lessor Party shall so request by any Person other than the Indemnitee or an Affiliate thereof or assigned a written notice to the Lessor by and the Lessee Lessor shall give its prior written consent thereto, be capitalized pursuant to Section 3.7(e)(ii). ------------------ It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. The Lessee Agent agrees whether or not any of the transactions contemplated hereby shall be consummated (a) Subject unless such failure to clauses (b) consummate is due to the breach of any obligation under any Operative Document by any party other than Lessee or Guarantor), to assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Acquisition Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Properties or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgagingdelivery, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionnondelivery, acceptance, rejection, deliveryownership, nondelivery, redeliverymanagement, possession, transportationoperation, rental, lease, sublease, installationrepossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing or refinancing by the Lessee, disposition, operation, condition, transfer sale (including without limitation, any sale pursuant to Section 16.2(d) or 16.2(f) of title the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure to perform or accomplish imposition of any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Lien except Lessor (1) Claims or penalties arising from any violation of law or in tort (on the basis of strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee Agent or Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringementinfringement with respect to the Property, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee Agent or Lessee or Guarantor of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by it by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by Lessee Agent or any Lessee to act on its behalf in connection with this Participation Agreement or any other Operative Document; (f) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee Lenders or the Lessor, but expressly excluding any Lessor Liens; andCertificate Holders; (viig) subject to the accuracy of any Environmental ClaimParticipant's representation set forth in Section 8.1(a), as to such Participant, the transactions contemplated by the Lease or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code. Provided, however, that the Lessee Agent shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 13.1 for any of the following: (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of any Indemnitee (it being understood that the Lessee Agent shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens, (3) any Claim arising from a breach or alleged breach by any Lender or any Certificate Holder of any Operative Document or any agreement entered into in connection with the assignment or participation of any Loan or Certificate Holder Amount, (4) any Claim arising in respect to the Property to the extent attributable to acts or events occurring in the period after the Lessee ceases to lease the Property from the Lessor Trust under the related Lease, provided that the facts supporting such Claim occur after such period and (5) without limiting any other provision of this Participation Agreement, any Claim for Taxes except to the extent arising by reason of Section 13.1(g). It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 13.1, this Section 13.1 shall be construed as an indemnity only and not a guaranty of residual value of the matters described herein under Property or from insurance paid for by any Person other than as a guaranty of the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeNotes.

General Indemnification. (a) Subject Lessee and Parent agree, whether or not any of 35 36 PARTICIPATION AGREEMENT the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossedan After-Up Basis, Tax Basis from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Termination Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; or (iiib) the regulation of Resort or any part thereof or interest therein; or (c) the ownershipacquisition, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, sale (including any transfer pursuant to Section 5.2 of title the Lease or any sale pursuant to Section 5.1 of the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Equipment or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (iii) any Claim for patent, trademark or copyright infringement; or (d) any activity, and Claims occurrence or condition that violates or results in non-compliance with any Environmental Law arising from any public improvements with respect to a Leased Property out of or a Site resulting in any change or special assessments being levied against such Leased Property or such Site way relating to the Resort or any plans to modifypart thereof or interest therein; (e) the offer, widen issuance, sale or realign any street delivery of the Notes; (f) the breach or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a alleged breach by the Lessee of any representation or warranty made by it or deemed made by it in any Operative Document; (g) the transactions contemplated hereby or by any other Operative Document (except for any violation of Section 4.2(c)), in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code or (h) any other agreement entered into or assumed by Lessee in connection with the Equipment; provided, however, that neither Parent not Lessee shall be required to indemnify under this Section 7.1 for any of the following: (1) as to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee or, if such Indemnitee is Trust Company, ordinary negligence for the handling of funds (other than willful misconduct or gross negligence imputed to such Indemnitee by reason of its covenants under participation in the transactions contemplated hereby) or the breach by such Indemnitee of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) as to an Indemnitee, any Claim resulting from a transfer by such Indemnitee of all or any part of its interest in the Lease, the other Operative Documents or the Equipment, other than any such transfer either required by the Lease (including a transfer as a result of a Casualty or a misrepresentation by transfer pursuant to Section 5.1 or 5.2 of the Lessee (including Lease) or any omission by Lessee that makes any representation made by Lessee materially misleading) in any other Operative Document or while a Lease Event of Default shall have occurred and be continuing, (3) any Claims in any certificate or respect of Taxes (such Claims to be subject to Article VIII, other document delivered by the Lessee than a payment necessary to the Lessor pursuant make payments under this Section 7.1 on an After-Tax Basis, provided, that this exclusion does not apply to any Operative Document, taxes or penalties included in Claims against which the occurrence Indemnitee is provided an indemnification under subsection (f) of any Default or Event of Default, or the material inaccuracy of any information provided by any such party this Section 7.1 and (4) as to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Propertyan Indemnitee, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Claim resulting from Lessor Liens which arise out of such Indemnitee is responsible for discharging under the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimOperative Documents. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.this

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated therebythereby or any violation thereof, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, therewith and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property, the ownershipLease, any permitted sublease or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Sections 16.2, 16.3, 17.2(c), 17.2(e), 17.2(h) or 17.4 of title the Lease or any sale pursuant to Articles XX or XXII of the Lease, except for any amounts payable pursuant to SECTION 13.2 hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law foreign, federal, state or local law, rule, regulation or order or in tort (strict liability or otherwise)) arising in connection with the Property, the Operative Documents or the transactions contemplated thereunder, including Claims made by invitees of Lessee or any assignee or any sublessee of Lessee or any assignee, or by any other Person entering on or in the Property, (2) latent or other defectsdefects in, to or affecting the Property, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of the Lease or any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to the Property, (7) Claims based on violations or failure of title arising in connection with the zoning ordinances, rules, regulations or laws applicable to the Property, (8) any Leased Claim resulting from or related to the leasing or subleasing of the Property or the construction of the Improvements, and any amendment, modification or waiver in respect thereof, and (9) any Claim for utility “tap-in” feesrelated to or arising out of the Tax Abatement Agreements or Lessor's assignment and assumption thereof pursuant to the Assignment and Assumption of Tax Abatement Agreements; (vd) a the offer, issuance or sale of the Participation Interests or any interest therein in accordance with the terms of the Operative Documents; (e) the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee or any Affiliate to act on its behalf in connection with this Participation Agreement, or the incurring of any fees or commissions to which the Lessor might be subjected by virtue of entering into the transactions contemplated by this Participation Agreement; (g) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title theretothe Equipment, any interest therein the Lease, the Cash Collateral or Securities Collateral, any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, the Existing Owner, the Lessor or any of its their contractors or agents or by reason of the financing of the Property or any personality personalty or equipment purchased or leased by the Lessee or Alterations Improvements or Modifications constructed by the LesseeLessee or any sublessee, except Lessor Liens and Liens in favor of the Lessee Agent or the Lessor; (h) the transactions contemplated hereby, by the Lease or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code (other than any Claim resulting from a breach of representation or warranty of the Lessor or any Participant); or (i) the purchase of the Property by the Lessor, or any matters arising therefrom or related thereto; PROVIDED, HOWEVER, the Lessee shall not be required to indemnify any Indemnitee under this SECTION 13.1 for any of the following: (1) any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (IT BEING UNDERSTOOD that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but expressly excluding not gross) negligence of such Indemnitee caused or contributed to such Claim), (2) any Claim resulting from Lessor LiensLiens which the Lessor is responsible for discharging under the Operative Documents, (3) any Imposition or other claims for Taxes of the type(s) described in SECTION 13.5, PROVIDED, HOWEVER that Lessee acknowledges that any Claims relating to or arising under the Tax Abatement Agreements or the Assignment and Assumption of Tax Abatement Agreements that do not constitute Claims for Impositions or other Taxes for which indemnification is provided under SECTION 13.5 shall be subject to indemnification by Lessee under this SECTION 13.1, (4) any Claims of the type(s) described in SECTIONS 13.2, 13.6, 13.7, 13.8 and 13.10, or (5) any such Claim under this SECTION 13.1 arising with respect to the Expansion Improvements only prior to the Completion Date with respect to Expansion Improvements, except as follows: (A) The Lessee shall indemnify the Lessor from and against any Claim Within the Lessee's Control, subject to the following: (1) if such Claim is not related to an inability or failure to complete construction of the Expansion Improvements (or if such Claim is related to an inability or failure to complete construction of the Expansion Improvements but also constitutes or arises out of a Fully Indemnifiable Event), the indemnification provided in this SECTION 13.1 shall not be subject to monetary limitation; and (vii2) any Environmental Claim. Lessee shall be entitled to credit against any payments due if such Claim is related to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by inability or failure to complete construction of the Expansion Improvements and such Indemnitee Claim does not constitute or arise out of a Fully Indemnifiable Event, the Lessee's monetary obligation for indemnification in respect of the matters described herein Expansion Improvements provided in this SECTION 13.1 together with all other similarly limited amounts payable prior to the Completion Date with respect to the Expansion Improvements under SECTION 9.1(b)(i), SECTION 9.3(b)(i), SECTION 13.10, clause (i)(B) to the proviso of Section 24.1 of the Lease and any similarly limited payment obligation of the Lessee in connection with the return or from insurance paid sale of the Property under the Lease or the Expansion Improvements Construction Agency Agreement, shall not exceed the maximum Expansion Improvements Residual Value Guarantee Amount. (B) If any Lessor Party incurs any such claims or expenses for which the Lessee is not obligated to indemnify such Lessor Party pursuant to CLAUSE (5) of this SECTION 13.1, such claims shall, if such Lessor Party shall so request by any Person other than the Indemnitee or an Affiliate thereof or assigned a written notice to the Lessor by and the Lessee Lessor shall give its prior written consent thereto, be capitalized pursuant to SECTION 3.7(e)(ii). It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject The Lessee and the Guarantor jointly and severally agree, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof, (b) the Property or any part thereof or interest therein; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including any sale pursuant to Article XVI, XVII or XVIII of title the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, including, but not limited to, the terms set forth in the Redwood Shores Documents, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Master Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee or the Guarantor of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Participation Agreement; (f) the existence of any Lien on or with respect to any Leased the Property, any Siteimprovements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personally or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except Lessor Liens and Liens created under the Operative Documents in favor of one or more of the Lessor Parties; (g) the transactions contemplated by this Participation Agreement or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Revenue Code; or (h) any indemnification claim made against any Liquidity Bank under the Liquidity Documentation; provided, however, neither the Lessee or nor the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee Guarantor shall be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 13.1 for any of the following: (x1) any insurance recoveries received Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that the Lessee and the Guarantor shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim), (2) any Claim resulting from Lessor Liens to the extent such Indemnitee is in breach of any obligation under the Operative Documents to discharge such Liens, (3) any Claim to the extent solely attributable to acts or events attributable to such Indemnitee and occurring after the return of the Property or the Lease Termination Date so long as no Lease Default or Lease Event of Default shall have occurred and be continuing as of the date of such return or the Lease Termination Date, (4) any Claim arising from a breach by such Indemnitee of any agreement entered into in respect connection with the assignment or participation of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by interest of such Indemnitee in respect of such matters from a Person under this Participation Agreement or the other Operative Documents, (5) Taxes (other than Taxes necessary for any claim under this Section 13.1 to be indemnified on an After-Tax Basis) or (6) any Claim arising solely from the Lessor) unrelated failure of such Indemnitee to comply with laws applicable to banks or their affiliates generally or the failure of such Indemnitee to file any notice, report, filing or other document required by any Governmental Authority regulating banks or their affiliates in connection with such Indemnitee's execution of, and participation in the transactions contemplated by, the Operative Documents. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any remedy under, the Master Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 13.1, this Section 13.1 shall be construed as an indemnity only and not a guaranty of residual value of the Property or as a guaranty of the repayment of the Notes or the redemption of the Equity Investment.