Common use of General Indemnification Clause in Contracts

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant Borrower shall protect, indemnify, save defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless and defend Landlord from and against against: all liabilities, obligationslosses, claims, damages, penaltiesliabilities and related expenses (including Bank Expenses and the reasonable fees, causes charges and disbursements of actionany counsel for any Indemnified Person) (collectively, costs and expenses“Claims”) arising out of, including reasonable attorneys’in connection with, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: as a result of (i) the execution or delivery of this Agreement, any accidentother Loan Document or any agreement or instrument contemplated hereby or thereby, injury to the performance by the parties hereto of their respective obligations hereunder or death thereunder or the consummation of Persons the transactions contemplated hereby or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; thereby, (ii) any use, misuse, non-use, condition, maintenance Credit Extension or repair by Tenant the use or proposed use of the Leased Property; proceeds therefrom, (iii) any failure actual or alleged presence or release of hazardous materials on the part or from any property owned or operated by Borrower or any of Tenant its Subsidiaries, or any environmental liability related in any way to perform Borrower or comply with any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the terms foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of this Master Leasewhether any Indemnified Person is a party thereto; (iv) provided that such indemnity shall not, as to any Indemnified Person, be available to the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpracticeextent that such losses, negligence claims, damages, liabilities or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is related expenses are determined by a court of competent jurisdiction by final non appealable and nonappealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate to have resulted from the date gross negligence or willful misconduct of such determination to the date of paymentIndemnified Person. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of All amounts due under this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), Section 11.3 shall be strictly attributable to Tenantpayable promptly after demand therefor.

General Indemnification. In addition Vendor agrees to the other indemnities contained hereinindemnify, defend, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenanthold harmless County and its officers, directors, agents, and without regard to the policy limits of any such insuranceemployees (each, Tenant shall protect, indemnify, save harmless and defend Landlord an "Indemnitee") from and against any and all liabilities, obligationsdamages, losses, expenses, claims, damagesdemands, penaltiessuits, causes of actionfines, costs or judgments (each, a "Claim" and expensescollectively the "Claims"), including reasonable attorneys’' fees, consultants’ costs, and experts’ fees and expensesexpenses incidental thereto, imposed upon which may be suffered by, incurred by, accrued against, charged to, or incurred by or asserted against Landlord recoverable from any Indemnitee, by reason ofof any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Vendor, its officers, directors, agents, employees and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (ia) any accident, bodily injury to or death of Persons or loss of (including death) or damage to property occurring on tangible personal or about the Leased Property or adjoining sidewalks under the control of Tenantreal property; (iib) any usepayment required to be paid to subcontractors, misuseif any, non-use, condition, maintenance or repair by Tenant of the Leased PropertyVendor; (iiic) any failure on the part material misrepresentation or breach of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance warranty of any of the terms and provisions representation or warranty set forth in this Agreement; or, (d) any material breach of any and all existing and future subleases of covenant set forth in this Agreement, provided, however, that the Leased Property foregoing indemnity shall not apply to be performed by any party thereunder; (v) any the extent that the applicable claim for malpractice, negligence or misconduct committed by any Person on or working resulted from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenantan Indemnitee. Proprietary Rights Indemnification. Vendor agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by employeesreason of any Claim arising out of or relating to the Services infringing or misappropriating any United States or foreign patent, agentscopyright, assigneestrade secret, contractorstrademark, subcontractors or others acting other proprietary right. In the event that Vendor is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that County is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Vendor shall, at its expense: (a) obtain for County the right to continue using such Services; (b) replace or on behalf modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by County; or, (c) in the event that Vendor is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of Tenant the aforementioned, Vendor shall reimburse to County any prepaid fees and the full cost associated with any Transition Services. Indemnification Procedures. Promptly after receipt by County of a threat, notice, or filing of any Claim against an Indemnitee, County shall give notice thereof to Vendor, provided that failure to give or delay in giving such notice shall not relieve Vendor of any liability it may have to the Indemnitee. Vendor shall have sole control of the defense and of all negotiations for settlement of a Claim and County shall not independently defend or respond to a Claim; provided, however, that (whether a) County may defend or not they are negligentrespond to a Claim, intentionalat Vendor's expense, willful if County's counsel determines, in its sole discretion, that such defense or unlawful)response is necessary; and, (b) County shall be strictly attributable have the right, at its own expense, to Tenantmonitor Vendor's defense of a Claim. At Vendor's request, County shall reasonably cooperate with Vendor in defending against or settling a Claim; provided, however, that Vendor shall reimburse County for all reasonable out-of-pocket costs incurred by County (including, without limitation, reasonable attorneys' fees and expenses) in providing such cooperation.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of TenantTenant or any subtenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant or any subtenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant or any subtenant of any Legal Requirement; and (vii) any matter arising out of Tenant’s (or any Operating Subtenant’s or any other subtenant’s or any manager’s) management, operation, use or possession of any Facility (or any part thereof) or any business or other activity carried on, at, from or in relation to any Facility (or any part thereof) (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant to Landlord under this Article XXI shall be paid within ten (10) days Business Days after receipt of Notice from Landlord requesting payment of the same, which notice may not be given until liability therefor is has been determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of TenantTenant or any subtenant, or by their respective employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any subtenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall Lessee will protect, indemnifydefend, indemnify and save harmless and defend Landlord Lessor from and against all litigation, liabilities, obligations, claims, damages, penalties, causes of action, costs and expensesexpenses (including, including without limitation, reasonable attorneys’, consultants’ and experts’ ' fees and expenses, but excluding any Excluded Taxes) imposed upon or incurred by or asserted against Landlord Lessor or the Property or any part thereof by reason of: of the occurrence or existence during the Lease Term of any of the following, unless arising solely from acts which would constitute the willful misconduct or gross negligence of Lessor: (ia) ownership of the Property or any interest therein, or receipt of any rent or other sum therefrom; (b) any accident, injury to or death of Persons persons (including workmen) or loss of or damage to property occurring on or about the Leased Property or any part thereof or the adjoining sidewalks under the control of Tenant; streets or ways; (iic) any use, misuse, non-use, condition, maintenance use or repair by Tenant condition of the Leased Property; Property or any part thereof; (iiid) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; ; (ive) the non-performance of any labor or services or the furnishing of any materials or other property in respect of the terms and provisions Property or any part thereof; or (f) any other loss or liability incurred or suffered by Lessor in connection with the Property or this Lease. In case any action, suit or proceeding is brought against Lessor by reason of any such occurrence, Lessee will (unless an Event of Default has occurred and all existing and future subleases of is continuing hereunder, in which case Lessor may elect to control, at Lessee's expense, the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date defense of such determination to the date of payment. Tenantaction, suit or proceeding), at its sole cost and Lessee's expense, shall contest, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Lessee and approved by Lessor; provided, however, that Lessee shall consult with Lessor with respect to such defense and shall keep Lessor apprised as to the status of such defense; provided, further, that, in the event Lessee proposes to enter into a settlement agreement with respect to any such claimaction, action suit or proceeding asserted Lessee will send notice to Lessor of such proposed settlement, and Lessor shall have a period of 30 days after receipt of such notice to reject, in its reasonable judgment, such settlement. Failure to reject such settlement within such 30-day period shall be deemed to be an acceptance of such settlement, In the event Lessor rejects such settlement, Lessor shall assume the defense of such action, suit or instituted against Landlordproceeding, at its own cost and expense; provided, however, that if Lessor rejects any such proposed settlement and assumes the defense of such action, suit or proceeding, Lessee shall in any event only be obligated to indemnify Lessor for such action, suit or proceeding in the amount of the proposed settlement rejected by Lessor; provided, further, if Lessor believes that Lessee is not diligently pursuing the defense of any such action, suit or proceeding, Lessor shall have the option, but not the obligation, to assume such defense, and if Lessor assumes such defense, Lessor (i) shall conduct such defense diligently with a view to minimizing the costs of disposing of such action, suit or proceeding, (ii) Lessor shall advise Lessee of all settlement offers received in respect thereof and (iii) Lessee shall have no liability in respect of such action, suit or proceeding in excess of the amount of any settlement offer proposed to Lessor in writing by the person asserting such action, suit or proceeding to which Lessee shall have offered to perform. For purposes The obligations of Lessee under this section shall survive the expiration or earlier termination of this Article XXILease, Lessee shall not be required to indemnify Lessor against any such occurrence which arises from acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or events not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee which occur after possession of the Property has been returned and delivered by Lessee to Lessor or after such Property has been released from this Lease; provided, however, if an Event of Default shall exist at the time of any such return and delivery of the Property by Lessee to Lessor, then Lessee's indemnification obligations shall continue until such time as Lessee shall have fully complied with all of its obligations under this Lease; provided, further, that Lessee shall not be required to indemnify Lessor solely on account of a decline in the market value of the Property not caused directly or indirectly by an act or omission of Lessee.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant Vendor shall protect, indemnify, save defend and hold harmless UMMS, the Affiliates and defend Landlord their respective members, directors, officers, stockholders, employees, contractors, representatives, agents, attorneys, successors and permitted assigns (each a “Customer Indemnitee,” collectively, the “Customer Indemnitees”) from and against all any damages, judgments, losses, settlement payments, costs and expenses (including reasonable attorney’s fees) (“Damages”) arising from any liabilities, obligations, claims, damages, penaltiesjudgments, causes of actionactions, costs and expensesclaims, proceedings or demands (“Claims”), including reasonable attorneys’but not limited to Claims for caused by, consultants’ and experts’ fees and expenses, imposed upon attributable to or incurred by or asserted against Landlord by reason ofrelated to: (i) any accident, bodily injury to or death of Persons caused by Vendor or loss of its employees or damage to property occurring agents on or about the Leased Property or adjoining sidewalks under the control of TenantCustomer’s premises; (ii) any use, misuse, non-use, condition, maintenance damage to real or repair tangible personal property caused by Tenant the negligent or intentional act or omission of the Leased PropertyVendor or its employees or agents on Customer’s premises; (iii) any failure on the part of Tenant to perform Vendor or comply with any of the terms its employees’ or agents’ breach of this Master LeaseAgreement or any attachment hereto, including without limitation the confidentiality obligations set forth in Section 6 and the warranties included in Section 7; (iv) the non-performance of any Vendor’s breach of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunderBAA attached as Exhibit 1; and/or, (v) a violation of any federal or state law or regulation by any act or omission of Vendor or its employees or agents. Nothing contained in this Section shall bar a claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant contributory negligence. Promptly after receipt of any Legal Requirementwritten Claim or notice of any action giving rise to a Claim for indemnification, Customer will provide Vendor with written notice of the Claim or action. Any amounts which become payable by Tenant under this Article XXI Customer will provide Vendor with reasonable cooperation and assistance in the defense or settlement of any Claim, and grant Vendor control over the defense and settlement of the Claim. However, Customer shall be paid entitled to participate in the defense of the Claim and to employ counsel at its own expense to assist in the handling of the claim, and Vendor will ensure that its counsel reasonably cooperates with and permits participation by Customer’s counsel. Vendor will not consent to any judgment, settlement attachment or lien or any other act adverse to the interests of the Customer without Customer’s prior consent. If Vendor fails to assume the defense of a Claim or Customer reasonably determines that Vendor has failed to diligently assume and maintain a prompt and vigorous defense of any Claim, Customer may assume sole control of the defense of any Claim and all related settlement negotiations with counsel of its own choosing, and Vendor will pay all costs and expenses (including reasonable attorneys' fees) incurred by Customer in such defense within ten forty-five (1045) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date each of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantCustomer’s written requests.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs costs, fees and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord and Facility Mortgagee, and each of their respective successors and assigns, and their respective members, managers, partners, shareholders, officers, directors, agents, attorneys and representatives by reason of, which arise out of, are occasioned by, or are in any way attributable to or related to: (i) except to the extent caused solely as a result of Landlord’s gross negligence or willful misconduct, any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased PropertyProject; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the conduct of Tenant’s business at the Leased Property; (v) the condition of the Project; (vi) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (vvii) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProject; and (viviii) the violation by Tenant of any Legal Requirement; (ix) any activity, work or thing done or permitted by or on behalf of Tenant or its agents, contractors or subtenants in or about the Leased Property. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Tenant shall have the right to reasonably control the defense or settlement of any claim; provided that Tenant shall not settle any such claim without Landlord’s prior written consent (which may be granted or withheld in Landlord’s sole discretion) if such settlement (a) does not fully and unconditionally release the Landlord from all liability relating thereto, (b) admits liability or culpability of Landlord or (c) adversely impacts the exercise of the rights granted to Landlord under this Lease. Tenant’s liability under this Section 21.1 shall survive the expiration or earlier termination of this Maser Lease.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor and its Affiliates from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor or any of its Affiliates by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-usenon‑use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal RequirementRequirement (the foregoing (i) through (vi), collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days Business Days after liability therefor is finally determined by in a final non non-appealable judgment by litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or any of its Affiliates for which Lessee Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIand the other indemnification obligations of Lessee under this Lease, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor and its Affiliates from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor or any of its Affiliates by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal RequirementRequirement (the foregoing (i) through (vi), collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the gross negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days Business Days after liability therefor is finally determined by in a final non non-appealable judgment by litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIand the other indemnification obligations of Lessee under this Lease, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) except to the extent caused solely as a result of Landlord’s gross negligence or willful misconduct, any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master LeaseLease (notwithstanding anything to the contrary set forth in Section 1.2(a) of the Purchase and Sale Agreement); (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal RequirementRequirement (notwithstanding anything to the contrary set forth in Section 1.2(d) of the Purchase and Sale Agreement). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) except to the extent cause solely as a result of Landlord’s gross negligence or willful misconduct, any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master LeaseLease (notwithstanding anything to the contrary set forth in Section 1.2(a) of the Purchase and Sale Agreement); (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal RequirementRequirement (notwithstanding anything to the contrary set forth in Section 1.2(d) of the Purchase and Sale Agreement). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal RequirementRequirement (the foregoing (i) through (vi), collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the gross negligence, illegal acts, fraud or willful misconduct of Lessor. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days Business Days after liability therefor is finally determined by in a final non non-appealable judgment by litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor for which Lessee is obligated to indemnify Lessor pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor or the Leased Property. All indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIand the other indemnification obligations of Lessee under this Lease, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expensesexpenses (collectively, “Claims”), imposed upon or incurred by or asserted by third parties against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant or its Subsidiaries of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) any claims or actions for trespass with respect to the Leased Property; (vii) the violation by Tenant of any Legal RequirementRequirement and (viii) any carrier of last resort obligations which are Tenant’s responsibility pursuant to Section 36.4. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to enter into any settlement with respect to any claim, action or proceeding for which Tenant has an obligation to indemnify Landlord hereunder without obtaining Tenant’s prior consent. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Landlord shall be obligated to (a) deliver Notice to Tenant of any Claims for which it is seeking Tenant to indemnify Landlord from pursuant to this Section 21.1 promptly after such Claim is imposed on or incurred by Landlord, and (b) mitigate any damages it incurs or is reasonably expected to incur in connection with such Claim.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is finally determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lxxxxx to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or any third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant Vendor shall protect, indemnify, save defend and hold harmless UMMS, the Affiliates and defend Landlord their respective members, directors, officers, stockholders, employees, contractors, representatives, agents, attorneys, successors and permitted assigns (each a “Customer Indemnitee,” collectively, the “Customer Indemnitees”) from and against all any damages, judgments, losses, settlement payments, costs and expenses (including reasonable attorney’s fees) (“Damages”) arising from any liabilities, obligations, claims, damages, penaltiesjudgments, causes of actionactions, costs and expensesclaims, proceedings or demands (“Claims”), including reasonable attorneys’but not limited to Claims for Damages, consultants’ and experts’ fees and expensescaused by, imposed upon attributable to or incurred by or asserted against Landlord by reason ofrelated to: (i) any accident, bodily injury to or death of Persons caused by Vendor or loss of its employees or damage to property occurring agents on or about the Leased Property or adjoining sidewalks under the control of TenantCustomer’s premises; (ii) any use, misuse, non-use, condition, maintenance damage to real or repair tangible personal property caused by Tenant the negligent or intentional act or omission of the Leased PropertyVendor or its employees or agents on Customer’s premises; (iii) any failure on the part of Tenant to perform Vendor or comply with any of the terms its employees’ or agents’ breach of this Master LeaseAgreement or any attachment hereto, including without limitation the confidentiality obligations set forth in Section 6 and the warranties included in Section 7; (iv) the non-performance of any Vendor’s breach of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunderBAA attached as Exhibit 1; and/or, (v) a violation of any federal or state law or regulation by any act or omission of Vendor or its employees or agents. Nothing contained in this Section shall bar a claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant contributory negligence. Promptly after receipt of any Legal Requirementwritten Claim or notice of any action giving rise to a Claim for indemnification, Customer will provide Vendor with written notice of the Claim or action. Any amounts which become payable by Tenant under this Article XXI Customer will provide Vendor with reasonable cooperation and assistance in the defense or settlement of any Claim, and grant Vendor control over the defense and settlement of the Claim. However, Customer shall be paid entitled to participate in the defense of the Claim and to employ counsel at its own expense to assist in the handling of the claim, and Vendor will ensure that its counsel reasonably cooperates with and permits participation by Customer’s counsel. Vendor will not consent to any judgment, settlement attachment or lien or any other act adverse to the interests of the Customer without Customer’s prior consent. If Vendor fails to assume the defense of a Claim or Customer reasonably determines that Vendor has failed to diligently assume and maintain a prompt and vigorous defense of any Claim, Customer may assume sole control of the defense of any Claim and all related settlement negotiations with counsel of its own choosing, and Vendor will pay all costs and expenses (including reasonable attorneys’ fees) incurred by Customer in such defense within ten forty-five (1045) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date each of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantCustomer’s written requests.

General Indemnification. In addition to the other indemnities contained hereinBorrower hereby indemnifies Lender, its employees, agents and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord officers from and against any and all liabilitiesloss, obligationsexpenses, charges, fees (including attorneys' fees) and liability and agrees to hold Lender and its employees, agents and officers harmless from any and all damages, costs, expenses, claims, damagesdemands, penaltiesand liabilities which may be asserted or alleged in connection with or arising out of the Loan, causes the administration or enforcement of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon the Loan Documents or incurred by or asserted against Landlord by reason of: (i) the exercise of any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks right under the control Loan Documents (including, without limitation, in connection with or as a result of Tenant; (ii) any sale, use, misuseoperation, non-uselease, condition, maintenance disposition or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance consumption of any of the terms Collateral as long as such is done in a commercially reasonable manner), whenever asserted, and provisions of any for all reasonable expenses (including attorneys' fees) and all existing costs of compromise or settlement which may be incurred by Lender on account of or arising out of or in connection with any such claim, demand or obligation. The foregoing indemnity shall extend to claims, demands or obligations, and future subleases expenses relating thereto and costs of compromise or settlement thereof, but not to those resulting from the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirementindemnitee. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor In the event that any action or proceeding is determined by a final non appealable judgment brought against Lender, its employees, agents or settlement or other agreement officers arising out of the partiesLoan, and if not timely paid shall bear interest at the Overdue Rate administration or enforcement of the Loan Documents or the exercise of any right under the Loan Documents, Borrower shall, upon notice from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contestLender, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether Lender, its employees, agents and officers as applicable; provided that failure of such party to give such notice shall not relieve Borrower from any of its obligations under this Section unless such failure prejudices defense of such action or proceeding by Borrower. At its own expense, an indemnified party may employ separate counsel and participate in the defense. If employment of separate counsel is required because of a conflict of interest between Borrower and the indemnified party or between the indemnified parties, or the failure of Borrower after receipt of notice to assume the defense, then the indemnified parties may employ separate counsel at Borrower's expense. Borrower shall not they are negligent, intentional, willful or unlawful), be liable for any settlement without its consent unless Borrower shall be strictly attributable have failed to Tenantperform any of its obligations under this Section.

General Indemnification. In addition (a) Subject to Section 8(c) hereunder, the Shareholders hereby jointly and severally indemnify and agree to hold harmless Inventa (at and after the Closing Date) in respect of any claims, costs, demands, liabilities, losses and expenses (including, without limitation, reasonable legal and other out-of- pocket fees and expenses for investigating, defending or settling any actions or threatened actions) (all of which are referred to herein individually as a "Deficiency" and collectively as "Deficiencies") incurred or suffered by Inventa in connection with any misrepresentation or breach of any representation, warranty, covenant or agreement made by XTEND or any Shareholder in this Agreement (including but not limited to representations made by the other indemnities contained hereinShareholders pursuant to Section 2(a), or in any certificate, instrument, schedule or document given by XTEND or any Shareholder pursuant to this Agreement or the Escrow Agreement. (b) Notwithstanding the foregoing, neither the Shareholders nor Inventa shall have any obligation to indemnify and/or hold the other harmless in respect of any claims, costs, demands, liabilities, losses, and notwithstanding the existence expenses of any insurance carried kind (including, without limitation, reasonable legal and other out-of-pocket fees and expenses for investigating, defending, or settling any actions or threatened actions) made by Sybase, Inc. relating to violations by any Shareholder or for the benefit any employee of Landlord XTEND or Tenant, and without regard to the policy limits Inventa of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-usecompetition, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the and/or non-performance of solicitation and/or any of the terms and provisions of any and all existing and future subleases of the Leased Property other hiring agreements entered into by such Shareholder or employee with Sybase, Inc. (c) Shareholders shall not be liable to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Inventa under this Article XXI 8 or otherwise under this Agreement for any claims, costs, demands, liabilities, losses and expenses of any kind (including without limitation, reasonable legal and other out-of-pocket fees and expenses for investigating, defending, or settling any actions or threatened actions arising out of claims made by third party(s) relating to Shareholders violation of any term(s) of this Agreement, until the amount otherwise due Inventa for indemnification as provided herein exceeds Seventy-Five Thousand Dollars ($75,000) in the aggregate, in which case, Shareholders shall be paid within ten liable to Inventa for all such amounts, including without limitation, the first Seventy-Five Thousand Dollars (10$75,000) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the partiesthereof; provided, however, that Shareholders indemnification obligations under Section 8(a), and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expenseotherwise, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes in no event exceed an aggregate of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant$2,500,000.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations. 52

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expensesexpenses (collectively, “Claims”), imposed upon or incurred by or asserted by third parties against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant or its Subsidiaries of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this CLEC Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; (vi) any claims or actions for trespass with respect to the Leased Property and (vivii) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to enter into any settlement with respect to any claim, action or proceeding for which Tenant has an obligation to indemnify Landlord hereunder without obtaining Tenant's prior consent. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, 8585 contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Landlord shall be obligated to (a) deliver Notice to Tenant of any Claims for which it is seeking Tenant to indemnify Landlord from pursuant to this Section 21.1 promptly after such Claim is imposed on or incurred by Landlord, and (b) mitigate any damages it incurs or is reasonably expected to incur in connection with such Claim.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor and its Affiliates from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor or any of its Affiliates by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal RequirementRequirement (the foregoing (i) through (vi), collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days Business Days after liability therefor is finally determined by in a final non non-appealable judgment by litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIand the other indemnification obligations of Lessee under this Lease, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. In addition Borrower hereby agrees to the other indemnities contained herein, indemnify and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save hold Lender harmless and defend Landlord from and against any and all claims, liabilities, obligations, claimslosses, damages, penalties, causes actions, judgments, suits, costs, expenses or disbursements (collectively "Claim" or "Claims") of actionany kind or nature whatsoever, costs and expensesasserted by any party other than Borrower, including reasonable attorneys’or with respect to Borrower only as otherwise provided in this Agreement or pursuant to applicable law regarding Lender's obligations to Borrower, consultants’ and experts’ fees and expenseswhich may be imposed on, imposed upon or incurred by or asserted against Landlord Lender, or any of its officers, directors, employees or agents (including accountants, attorneys or other professionals hired by reason of: (iLender, provided that Borrower shall not indemnify Lender for Claims arising out of an act of malpractice by such professionals) in any accident, injury way relating to or death arising out of Persons the Loan Documents or loss any action taken or omitted by Lender, or any of its officers, directors, employees or damage to property occurring on agents (including accountants, attorneys or about the Leased Property or adjoining sidewalks other professionals hired by Lender, provided that Borrower shall not indemnify Lender for Claims arising out of an act of malpractice by such professionals) under the control of Tenant; (ii) any useLoan Documents, misuse, non-use, condition, maintenance or repair except to the extent such indemnified matters are finally found by Tenant of the Leased Property; (iii) any failure on the part of Tenant a court to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed have been caused by any party thereunder; (v) any claim for malpractice, Lender's gross negligence or misconduct committed by wilful misconduct. Notwithstanding the foregoing, Borrower indemnification of Lender shall not apply to any Person on Claim or working Claims that arise solely from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes actions of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLender.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor and its Affiliates from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor or any of its Affiliates by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal RequirementRequirement (the foregoing (i)through (vi), collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Tenant Lessee under this Article XXI shall Articleshall be paid within ten (10) days 10)Business Days after liability therefor is finally determined by in a final non non-appealable judgment by litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, withoutLessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Articleor any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All indemnification covenants set forth in this Articleor elsewhere in this Lease are intended to apply to losses, damages, injuries, claims,etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIArticleand the other indemnification obligations of Lessee under this Lease, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, damages penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunderthere under; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding Notwithstanding the existence of any ----------------------- insurance carried required to be maintained by Lessee hereunder or for the benefit of Landlord or Tenantotherwise maintained by Lessee, and without regard to the policy limits of any such insurance, Tenant shall Lessee will protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, expenses (including reasonable attorneys’, consultants’ and experts’ ' fees and expenses), to the extent permitted by law, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (ia) any accident, injury to or death of Persons persons or loss of or damage to property occurring on or about the Leased Property of any Facility or adjoining sidewalks under the control sidewalks, including any claims of Tenant; malpractice, (iib) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; Property of any Facility, (iiic) any Impositions (which are the obligations of Lessee to pay pursuant to the applicable provisions of this Lease), (d) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; , and (ive) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property of any Facility to be performed by any party the landlord (Lessee) thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI Section shall be paid within ten (10) days after liability therefor on the part of Lessee is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid paid, shall bear interest a late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit. For purposes Nothing herein shall be construed as indemnifying Lessor against its own negligent acts or omissions or willful misconduct. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations. Lessor shall indemnify, save harmless and defend Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses imposed upon or incurred by or asserted against Lessee as a result of the gross negligence or willful misconduct of Lessor. Lessee's or Lessor's liability for a breach of the provisions of this Article XXI, arising during the Term hereof shall survive any acts or omissions termination of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenantthis Lease.

General Indemnification. . In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is finally determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Xxxxxx to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or any third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property entered into during the Term to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessor shall protect, indemnify, save harmless and defend Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys', consultants' and experts' fees and expenses imposed upon or incurred by or asserted against Lessee as a result of the gross negligence or willful misconduct of Lessor, its employees, agents or contractors. Any amounts which become payable by Tenant Lessee or Lessor under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor for which Lessee is obligated to indemnity Lessor hereunder or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. Lessor, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessee for which Lessor is obligated to indemnify Lessee hereunder or may compromise or otherwise dispose of the same as Lessor sees fit; provided, however, that any legal counsel selected by Lessor to defend Lessee shall be reasonably satisfactory to Lessee. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its Affiliates from and against all liabilities, obligations, claims, damages, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (ia) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Premises or adjoining sidewalks under the control of Tenantthereto; (iib) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased PropertyPremises; or (iiic) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which that become payable by Tenant under this Article XXI Section shall be paid within ten (10) days after liability therefor is determined demand by a final non appealable judgment or settlement or other agreement of the partiesLandlord, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or its Affiliates or may compromise or otherwise dispose of the same as Tenant sees fit; provided, however, that any legal counsel selected by Tenant to defend Landlord shall be reasonably satisfactory to Landlord. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXISection, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to To the fullest extent permitted by law, the Consultant will indemnify, defend and hold harmless the Village, any other indemnities contained hereingovernmental agency providing funding for all or any portion of the Contract sum, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenanttheir officers, directors, employees, agents, affiliates and without regard to the policy limits of any such insurancerepresentatives, Tenant shall protect, indemnify, save harmless and defend Landlord from and against any and all third-party claims, demands, suits, liabilities, obligationsinjuries (personal or bodily), claims, damages, penaltiesproperty damage, causes of action, losses, expenses, damages or penalties, including, without limitation, court costs and expenses, including reasonable attorneys’’ fees, consultants’ and experts’ fees and expensesarising or resulting from, imposed upon or incurred occasioned by or asserted against Landlord by reason of: in connection with (i) the performance by the Consultant, its employees and agents and subcontractors, of the services and other duties and obligations under this Contract, (ii) any accidentact or omission to act by the Consultant, injury to its employees, agents and subcontractors, anyone directly or death indirectly employed by them, their agents or anyone for whose acts they may be liable, and/or (iii) any breach, default, violation or nonperformance by the Consultant of Persons any term, covenant, condition, duty or loss obligation provided in this Contract. This indemnification, defense and hold harmless obligation will survive the termination or expiration of this Contract, whether by lapse of time or damage to otherwise. Consultant will defend at its expense or settle any third-party claim against Village alleging that any Consultant Content and/or the Services provided under this Agreement infringe on intellectual property occurring on or about rights. Consultant will pay infringement claim defense costs, Consultant– negotiated settlement amounts, and damages finally awarded by a court. Consultant has no obligation for any claim of infringement arising from Village's use of the Leased Property or adjoining sidewalks Services for purposes not contemplated by this Agreement. Consultant’s indemnification obligations under this Section are conditioned upon the control Village (i) promptly notifying the Consultant of Tenantany claim in writing; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant cooperating with Consultant in the defense of the Leased Propertyclaim; and (iii) any failure on the part of Tenant to perform or comply with any granting Consultant sole control of the terms of this Master Lease; (iv) the non-performance of any defense or settlement of the terms and provisions claim. The indemnification obligations of Consultant herein shall not apply to any and all existing and future subleases claims of intellectual property infringement related to Client Content. Notwithstanding the Leased Property foregoing, Consultant’s liability arising out of or related to this Agreement, will not exceed the insurance limits required by the Consultant in Section 26 – Consultant’s Insurance Requirements included herein. In no event will Consultant be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination liable to the date of payment. TenantVillage for any consequential, at its sole cost and expenseindirect, shall contestspecial, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenantincidental, or by employees, agents, assignees, contractors, subcontractors punitive damages arising out of or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable related to Tenantthis Agreement.

General Indemnification. In addition (a) Contractor, to the other indemnities contained hereinmaximum extent ----------------------- permitted by law, agrees to and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenantshall defend, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save indemnify and hold harmless and defend Landlord the Owner Parties from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or any Damages which may be incurred by or asserted assessed against Landlord by reason any Owner Party on account of: : (i) any accidentpersonal injury, injury to disease or death of Persons any person(s), damage to or loss of any property caused by, arising prior to Mechanical Completion and out of or damage in any way connected with the performance of the Work, including without limitation Damages caused by or attributable to property occurring on (A) the sole negligence of Contractor, its Subcontractors, invitees or about suppliers (including without limitation the Leased Property respective employees or adjoining sidewalks under agents of the control foregoing; (B) the concurrent or contributory negligence of Tenantany Owner Party, Contractor, its Subcontractors, invitees or suppliers, or third parties (including without limitation the respective employees or agents of the foregoing); or (C) where liability with or without fault is strictly imposed upon Contractor, either solely, jointly or concurrently, by operation of law; or (D) where liability with or without fault is strictly imposed upon any Owner Party, jointly or concurrently, by operation of law; or (ii) any usebreach of any representation, misusewarranty or covenant of Contractor contained herein, non-useincluding without limitation, condition, maintenance or repair Damages incurred by Tenant any Owner Party due to Contractor's failure to fully comply with the insurance requirements set forth in Schedule 9.1. It is the express intention of the Leased Property; (iii) any failure on parties to the part Contract that the indemnity obligations of Tenant Contractor are without regard to perform whether the negligence, gross negligence, fault or comply with any strict liability of an Owner Party is a concurrent or contributory factor of the terms occurrence or occurrences in question, and such indemnity obligations of Contractor are intended to protect the Owner Parties against the consequences of their own joint, concurrent or contributory negligence, gross negligence, fault or strict liability. Owner expressly reserves the right to participate in its defense with counsel of its own choosing. Contractor's indemnity obligations shall survive the expiration, termination or nonrenewal of the Contract. Contractor's indemnity obligations shall not limit and shall not be limited by the insurance coverages (including without limitation Owner's additional insured status) set forth in Schedule 9.1. (b) Owner and Contractor, to the maximum extent permitted by law, agree to and shall defend, protect, indemnify and hold harmless the Contractor Parties (in the case of Owner) and the Owner Parties (in the case of the Contractor) (collectively, the "Other Parties") from and against any Damages which may be incurred by or assessed against any Other Party on account of any personal injury, disease or death of any person(s), damage to or loss of any property caused by, arising after Mechanical Completion and out of or in any way connected with or incident to the performance of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantContract.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance non­performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or any third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or (i) Indemnification for the benefit Benefit of Landlord the Company and the Purchaser by the Sellers. Following the Closing, the Sellers, jointly and severally, shall indemnify the Purchaser and its Affiliates, shareholders, partners, officers, directors, employees, agents, representatives, successors and permitted assigns and the Company (collectively, the "Seller Indemnified Parties") and save and hold each of them harmless against and pay on behalf of or Tenantreimburse such Seller Indemnified Parties as and when incurred for any direct or indirect loss, liability, demand, claim, action, cause of action, cost, damage (including consequential damages and without regard to the policy limits damages for lost profits), deficiency, Tax, penalty, fine or expense, whether or not arising out of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damagesthird party claims (including interest, penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expensesexpenses and all amounts paid in investigation, imposed upon defense or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance settlement of any of the terms and provisions foregoing) (collectively, "Losses"), which any such Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any facts or circumstances which constitute a breach of any and all existing and future subleases representation or warranty of the Leased Property Company or the Sellers under this Agreement, or in any of the certificates or other instruments or documents furnished by the Company or the Sellers pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant, agreement or other provision by the Company or the Sellers under this Agreement required to be performed or complied with by any party thereunderthe Company or the Sellers at or prior to the Closing; (vc) any nonfulfillment or breach of any covenant, agreement or other provision by the Sellers under this Agreement required to be performed or complied with by the Sellers after the Closing; or (d) any claim for malpractice, negligence or misconduct committed by any Person on (other than the Purchaser) with respect to, or working from arising as a result of, any Acquisition Proposal or Third Party Acquisition proposed prior to the Leased Property; Closing Date. If and (vi) to the violation by Tenant extent any provision of this Section 9B is unenforceable for any reason, each Seller hereby agrees to make the maximum contribution to the payment and satisfaction of any Legal RequirementLoss for which indemnification is provided for in this Section 9B which is permissable under applicable Laws. Any amounts which become payable by Tenant Notwithstanding anything contained herein, in no event shall the Company be required to provide indemnification or contribution for any obligation of the Sellers under this Article XXI shall be paid within ten Section 9B(i). (10ii) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement Indemnification for the Benefit of the partiesSellers by the Company and the Purchaser. Following the Closing, the Company and if not timely paid the Purchaser shall bear interest at indemnify the Overdue Rate from the date of such determination to the date of payment. TenantSellers and their Affiliates, at its sole cost and expenseshareholders, shall contestofficers, resist and defend any such claimdirectors, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assigneesrepresentatives, contractorssuccessors and permitted assigns (collectively, subcontractors the "Company Indemnified Parties") and hold them harmless against any Losses which the Company Indemnified Parties may suffer, sustain or others acting for become subject to, as a result of, in connection with, relating or on behalf incidental to or by virtue of: (a) any facts or circumstances which constitute a breach of Tenant any representation or warranty of the Purchaser under this Agreement, or in any of the certificates or other instruments or documents furnished by the Purchaser pursuant to this Agreement; (whether b) any nonfulfillment or not they are negligentbreach of any covenant, intentional, willful agreement or unlawful), shall be strictly attributable to Tenantother provision by the Purchaser under this Agreement; or (c) any matters which occur after the Closing Date as a result of the direction or approval of the Board following the Closing Date.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants and their respective successors and assigns, (collectively, the “Landlord Indemnified Parties”; each individually, a “Landlord Indemnified Party”) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of TenantTenant or any subtenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant or any subtenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any Property Document and all existing and future subleases or management agreements of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant or any subtenant of any Legal Requirement or Insurance Requirement; (vii) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facilities (or any part thereof) or any business or other activity carried on in relation to the Facilities (or any part thereof) by Tenant, including contractual obligations arising from any collective bargaining agreement; (viii) any lien or claim that may be asserted against the Facilities (or any part thereof) arising from the acts or omissions of Tenant, including without limitation Liens (A) being contested by Tenant pursuant to Article XII or (B) arising out of any failure by Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facilities (or any part thereof); (ix) all amounts actually payable by a Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Fee Mortgage Document as in effect as of the date hereof in the nature of indemnification as a result of any material misrepresentations made by Tenant as to a Specified Tenant Securitization Matter; and (x) arising under any collective bargaining agreements affecting the Leased Property or the employees of Tenant or its ERISA Affiliates, including all amounts of withdrawal liability, in each case, whether incurred prior to, at, or following the Commencement Date. Any amounts which become payable by Tenant to Landlord under this Article XXI shall be paid within ten (10) days Business Days after receipt of Notice from Landlord requesting payment of the same, which notice may not be given until liability therefor is has been determined by a final non appealable judgment or settlement or other agreement of the parties, (except with respect to amounts payable by Tenant under the foregoing clause (ix), or withdrawal liability amounts under clause (x) for which notice can be given when such amounts become payable under the applicable Fee Mortgage Document or when such amounts are demanded by a multiemployer pension plan) and if not timely paid within such ten (10) Business Day period, shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of TenantTenant or any subtenant, or by their respective employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any subtenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its Affiliates from and against all liabilities, obligations, claims, damages, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (ia) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Premises or adjoining sidewalks under the control of Tenantthereto; (iib) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased PropertyPremises; or (iiic) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (ivd) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property Premises to be performed by any party thereunder; (ve) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyPremises or any Capital Additions; and (vif) the violation by Tenant of any Legal Requirement. Any amounts which that become payable by Tenant under this Article XXI Section shall be paid within ten (10) days after liability therefor is determined demand by a final non appealable judgment or settlement or other agreement of the partiesLandlord, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or its Affiliates or may compromise or otherwise dispose of the same as Tenant sees fit; provided, however, that any legal counsel selected by Tenant to defend Landlord shall be reasonably satisfactory to Landlord. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXISection, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, damages penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant Lessee of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. Lessor shall indemnify, save harmless and defend Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including, but not limited to, reasonable attorneys' fees, imposed upon or incurred by or asserted against Lessee as a result of the gross negligence or wilful misconduct of Lessor. Lessor, at its expense, shall contest, resist, and defend any claim, action or proceeding asserted or instituted against Lessee with respect to the foregoing or may compromise or otherwise dispose of the same as Lessor sees fit. Any amounts which become payable by Lessor under this Section shall be paid within ten (10) days after liability therefor on the part of Lessor is determined by litigation or otherwise, and if not timely paid shall bear a late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. ARTICLE XXIV.

General Indemnification. In addition to the other indemnities contained hereinLessee shall pay, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, shall indemnify and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save hold Lessor harmless and defend Landlord on an aftertax basis from and against against, any and all liabilities, obligations, claims, damages, penalties, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and expensesjudgments, including reasonable attorneys’and Liens, consultants’ and experts’ fees and expensesof any nature whatsoever (collectively, imposed upon a "Liability") arising out of or incurred by or asserted against Landlord by reason ofin any way related to: (ia) this Lease or any accidentother written agreement entered into in connection with the transaction contemplated hereby and thereby (including, injury to without limitation, a Purchase Agreement, if any) or death any amendment, waiver or modification of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) foregoing or the non-performance enforcement of any of the terms hereof or any of the foregoing, (b) the manufacture, purchase, ownership, selection, acceptance, rejection, possession, lease, sublease, operation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, delivery, nondelivery, return or other disposition of or any other matter relating to any Item of Equipment or any part or portion thereof (including, in each case and provisions of without limitation, latent or other defects, whether or not discoverable, any claim for patent, trademark or copyright Infringement and any and all existing Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and future subleases all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to the Leased Property Equipment or its operation or use, and (d) Lessee's failure to be performed by perform any party thereundercovenant, or breach of any representation or warranty, hereunder; (v) any claim for malpracticeprovided, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting solely from the gross negligence or willful misconduct committed by of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any Person on or working documents received from the Leased Property; United States Environmental Protection Agency or any state, county or municipal environmental or health agency and (viii) the violation by Tenant copies of any Legal Requirement. Any amounts which become payable documents submitted by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment Lessee or settlement or other agreement any of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination its subsidiaries to the date of payment. TenantUnited States Environmental Protection Agency or any state, at county or municipal environmental or health agency concerning the Equipment or its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenantoperation.

General Indemnification. In addition to From the other indemnities contained hereindate of this Agreement until the date the Loan has been repaid in full, Borrower agrees to, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenantshall, defend, indemnify and hold harmless Lender and its agents, servants, employees, officers, directors, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord consultants (“City Indemnified Parties) from and against all liabilitiesliability, obligationsloss, claimsdamage, damagescosts, penaltiesor expenses (including attorneys’ fees, causes of action, court and litigation costs and expensesfees of expert witnesses) resulting or arising from or in any way connected with the following; provided, including reasonable attorneys’, consultants’ that Borrower shall not be responsible for (and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (isuch indemnity shall not apply to) any accidentliability, injury loss, damage, costs, or expenses to the extent attributable to the negligence or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant willful misconduct of the Leased Property; (iii) any failure on the part of Tenant to perform City Indemnified Parties: a. Borrower’s marketing, sale or comply with any use of the terms Property in any way; b. Any other activities of this Master Lease; (iv) Borrower related to the non-performance Property; c. Any loss to a City Indemnified Party resulting from any inaccuracy in or breach of any representation or warranty of the terms and provisions Borrower, or resulting from any breach or default by Borrower, under this Agreement; d. Any development or construction of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim improvements by, for malpracticeor because of, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Borrower on the Property, whether regarding the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished to the Property, any person furnishing the same, or otherwise; e. Any mortgage, deed of trust, lien or other encumbrance placed on the Property by, for, because of, or on behalf of Borrower other than a Senior Encumbrance or any of the other financing listed in Attachment No. 2. f. The noncompliance by Borrower of any applicable law relating to the development, construction, operation, management, maintenance, and use of the Property, including, without limitation, all applicable federal and state labor laws (whether or not they are negligentincluding, intentionalwithout limitation, willful or unlawfulany requirement to pay state prevailing wages). Borrower shall indemnify, protect, defend and hold harmless Lender and its respective officers, employees, contractors and agents, with counsel reasonably acceptable to Lender, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs” (including labor costs, penalties, reasonable attorneys fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Project, including, without limitation, any and all public works (as defined by applicable law), shall results or arises in any way from any of the following: (1) the noncompliance by Borrower of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages); and (2) the implementation of Sections 1726 and 1781 of the Labor Code, as the same may be strictly attributable enacted, adopted or amended from time to Tenanttime, or any other similar law.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, damages penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant Lessee of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.Lessee. Lessor shall indemnify, save harmless and defend Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including, but not limited to, reasonable attorneys' fees, imposed upon or incurred by or asserted against Lessee as a result of the gross negligence or willful misconduct of Lessor. Lessor, at its expense, shall contest, resist, and defend any claim, action or proceeding asserted or instituted against Lessee with respect to the foregoing or may compromise or otherwise dispose of the same as Lessor sees fit. Any amounts which become payable by Lessor under this Section shall be paid within ten (10) days after liability therefor on the part of Lessor is determined by litigation or otherwise, and if not timely paid shall bear a late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. ARTICLE

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants and their respective successors and assigns, (collectively, the “Landlord Indemnified Parties”; each individually, a “Landlord Indemnified Party”) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of TenantTenant or any subtenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant or any subtenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any Property Document and all existing and future subleases or management agreements of the Leased Property to be performed by any party thereunderthereunder (including any exercise of Property Rights by Tenant or Landlord on behalf of Tenant or other actions or omissions by Tenant pursuant to Section 8.4; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant or any subtenant of any Legal Requirement or Insurance Requirement; (vii) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant, including contractual obligations arising from any collective bargaining agreement; (viii) any lien or claim that may be asserted against the Facility (or any part thereof) arising from the acts or omissions of Tenant, including without limitation Liens (A) being contested by Tenant pursuant to Article XII or (B) arising out of any failure by Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (ix) all amounts actually payable by a Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Fee Mortgage Document as in effect as of the date hereof in the nature of indemnification as a result of any material misrepresentations made by Tenant as to a Specified Tenant Securitization Matter; and (x) arising under any collective bargaining agreements affecting the Leased Property or the employees of Tenant or its ERISA Affiliates, including all amounts of withdrawal liability, in each case, whether incurred prior to, at, or following the Effective Date. Any amounts which become payable by Tenant to Landlord under this Article XXI shall be paid within ten (10) days Business Days after receipt of Notice from Landlord requesting payment of the same, which notice may not be given until liability therefor is has been determined by a final non appealable judgment or settlement or other agreement of the parties, (except with respect to amounts payable by Tenant under the foregoing clause (ix), or withdrawal liability amounts under clause (x) for which notice can be given when such amounts become payable under the applicable Fee Mortgage Document or when such amounts are demanded by a multiemployer pension plan) and if not timely paid within such ten (10) Business Day period, shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of TenantTenant or any subtenant, or by their respective employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any subtenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Notwithstanding anything to the contrary contained herein, (a) Tenant makes no representations or warranties hereunder with respect to any event, circumstance, occurrence or state of facts related to the period prior to the Effective Date but without prejudice to Tenant’s covenants and obligations set forth in this Lease and (b) Tenant shall have no liability for any breach by Tenant that occurred prior to the Effective Date under the Prior Operating Lease.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’', consultants’ ' and experts’ ' fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIXXIII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations. Nothing contained in this Lease shall be deemed or construed as imposing any obligation on Lessee to indemnify or hold harmless Lessor from and against any liabilities, obligations, claims, damages, penalties or causes of action arising out of the gross negligence or willful misconduct of Lessor

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expensesexpenses (collectively, “Claims”), imposed upon or incurred by or asserted by third parties against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant or its Subsidiaries of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this ILEC Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) any claims or actions for trespass with respect to the Leased Property; (vii) the violation by Tenant of any Legal RequirementRequirement and (viii) any carrier of last resort obligations which are Tenant’s responsibility pursuant to Section 36.4. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to enter into any settlement with respect to any claim, action or proceeding for which Tenant has an obligation to indemnify Landlord hereunder without obtaining Tenant’s prior consent. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.. Landlord shall be obligated to (a) deliver Notice to Tenant of any Claims for which it is seeking Tenant to indemnify Landlord from pursuant to this Section 21.1 promptly after such Claim is imposed on or incurred by Landlord, and (b) mitigate any damages it incurs or is reasonably expected to incur in connection with such Claim. 8686

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant Vendor shall protect, indemnify, save defend and hold harmless UMMS, the Affiliates and defend Landlord their respective members, directors, officers, stockholders, employees, contractors, representatives, agents, attorneys, successors and permitted assigns (each a “Customer Indemnitee,” collectively, the “Customer Indemnitees”) from and against all any damages, judgments, losses, settlement payments, costs and expenses (including reasonable attorney’s fees) (“Damages”) arising from any liabilities, obligations, claims, damages, penaltiesjudgments, causes of actionactions, costs and expensesclaims, proceedings or demands (“Claims”), including reasonable attorneys’but not limited to Claims for Damages, consultants’ and experts’ fees and expensescaused by, imposed upon attributable to or incurred by or asserted against Landlord by reason ofrelated to: (i) any accident, bodily injury to or death of Persons caused by Vendor or loss of its employees or damage to property occurring agents on or about the Leased Property or adjoining sidewalks under the control of TenantCustomer’s premises; (ii) any use, misuse, non-use, condition, maintenance damage to real or repair tangible personal property caused by Tenant the negligent or intentional act or omission of the Leased PropertyVendor or its employees or agents on Customer’s premises; (iii) any failure on the part of Tenant to perform Vendor or comply with any of the terms its employees’ or agents’ breach of this Master LeaseAgreement or any attachment hereto, including without limitation the confidentiality obligations set forth in Section 6 and the warranties included in Section 7; (iv) the non-performance of any Vendor’s breach of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunderBAA attached as Exhibit 1; and/or, (v) a violation of any federal or state law or regulation by any act or omission of Vendor or its employees or agents. Nothing contained in this Section shall bar a claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant contributory negligence. Promptly after receipt of any Legal Requirementwritten Claim or notice of any action giving rise to a Claim for indemnification, Customer will provide Vendor with written notice of the Claim or action. Any amounts which become payable by Tenant under this Article XXI Customer will provide Vendor with reasonable cooperation and assistance in the defense or settlement of any Claim, and grant Vendor control over the defense and settlement of the Claim. However, Customer shall be paid entitled to participate in the defense of the Claim and to employ counsel at its own expense to assist in the handling of the claim, and Vendor will ensure that its counsel reasonably cooperates with and permits participation by Customer’s counsel. Vendor will not consent to any judgment, settlement attachment or lien or any other act adverse to the interests of the Customer without Customer’s prior consent. If Vendor fails to assume the defense of a Claim or Customer reasonably determines that Vendor has failed to diligently assume and maintain a prompt and vigorous defense of any Claim, Customer may assume sole control of the defense of any Claim and all related settlement negotiations with counsel of its own choosing, and Vendor will pay all costs and expenses (including reasonable attorneys' fees) incurred by Customer in such defense within ten forty-five (1045) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date each of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantCustomer’s written requests.

General Indemnification. In addition to the other indemnities contained hereinHauler shall indemnify, hold harmless, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenantdefend City, and without regard to the policy limits each of any such insuranceits past, Tenant shall protectpresent and future elected officials, indemnifyofficers, save harmless employees, agents, consultants, volunteers, affiliates, assignees, representatives, attorneys, subsidiaries, and defend Landlord affiliated entities and their respective successors, heirs and assigns (collectively, “Indemnified Parties”) for, from and against all liabilitiesany costs, obligations, claimsexpenses, damages, penalties, causes of action, costs and expenseslosses, including reasonable actual attorneys’, consultants’ and experts’ fees and expenses, imposed upon (“Losses”) of any kind or incurred character to any Person or property arising directly or indirectly from or caused by or asserted against Landlord by reason ofany of the following: (i) any accidentact or omission of Hauler or its respective officers, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantdirectors, shareholder members, partners, employees, agents, contractors, subcontractors, suppliers, representatives and affiliates (“Hauler Representatives”); (ii) any use, misuse, non-use, condition, maintenance Hauler’s or repair by Tenant of the Leased PropertyHauler Representative’s activities; (iii) any failure on the part of Tenant to perform accident or comply with any casualty within or arising out of the terms of this Master Leaseservices/work performed under the Agreement; (iv) the non-performance any violation or alleged violation of any law, ordinance or statute now or hereafter enacted arising out of services/work performed pursuant to the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunderAgreement; (v) any claim for malpractice, the negligence or willful misconduct committed by of Hauler or any Person on or working from of Hauler Representatives in the Leased Propertyperformance of the services/work under the Agreement; and (vi) any breach of the violation by Tenant Agreement. Hauler shall not be required to indemnify, hold harmless and defend the Indemnified Parties from the sole negligence, active negligence or willful misconduct of any Legal Requirementthe Indemnified Parties. Any amounts which become payable by Tenant under Nothing in this Article XXI indemnity shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment construed as authorizing any award of attorney’s fees in any action on or settlement or other agreement of to enforce the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes terms of this Article XXI, Agreement. This indemnity shall apply to all claims and liability regardless of whether any acts or omissions insurance policies are applicable. The policy limits do not act as a limitation upon the amount of Tenant, or indemnification to be provided by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenantthe Hauler.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its Affiliates from and against all liabilities, obligations, claims, damages, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord (unless caused by Landlord’s gross negligence or willful misconduct) by reason of: (ia) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Premises or adjoining sidewalks under the control of Tenantthereto; (iib) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased PropertyPremises; or (iiic) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (ivd) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property Premises to be performed by any party thereunder; (ve) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyPremises or any Capital Additions; and (vif) the violation by Tenant of any Legal Requirement. Any amounts which that become payable by Tenant under this Article XXI Section shall be paid within ten (10) business days after liability therefor is determined written demand by a final non appealable judgment or settlement or other agreement of the partiesLandlord, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or its Affiliates or may compromise or otherwise dispose of the same as Tenant sees fit; provided, however, that any legal counsel selected by Tenant to defend Landlord shall be reasonably satisfactory to Landlord. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXISection, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or ACTIVE/119768607.18 by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor and its Affiliates from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord Lessor or any of its Affiliates by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property Property, or any Capital Additions or adjoining sidewalks under the control of Tenantthereto; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased PropertyProperty or any Capital Additions; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased PropertyProperty or any Capital Additions; and (vi) the violation by Tenant of any Legal RequirementRequirement (the foregoing (i) through (vi), collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days Business Days after liability therefor is finally determined by in a final non non- appealable judgment by litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIand the other indemnification obligations of Lessee under this Lease, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord Lessor or TenantLessee, and without regard to the policy limits of any such insurance, Tenant Lessee shall protect, indemnify, save harmless and defend Landlord Lessor from and against claims by parties other than Lessee and its Affiliates (a “Claim”) and all liabilities, obligations, claims, damages, penalties, and causes of action, costs and expensesaction resulting from such Claims, including reasonable attorneys’, consultants’ and experts’ fees and expensesother reasonable out-of-pocket costs and expenses of defending against any Claim, imposed upon or incurred by or asserted against Landlord Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenantsidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant Lessee of the Leased Property; (iii) any failure on the part of Tenant Lessee to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant Lessee of any Legal Requirement. Any amounts which become payable by Tenant Lessee under this Article XXI shall be paid within ten (10) days after liability therefor is finally determined by a final non appealable judgment litigation or settlement or other agreement of the partiesotherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. TenantLessee, at its sole cost and expense, shall be entitled to contest, resist and defend any such claim, action or proceeding asserted or instituted against LandlordLessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to Claims incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIXXII, any acts or omissions of TenantLessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLessee or Lessor, as the case may be. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.