Common use of Hold Harmless Provisions Clause in Contracts

Hold Harmless Provisions. (a) The Tenant agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Project Work or the Agency’s participation in the subleasing acquiring, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) Company and any Agents), and employees (the “Indemnified Parties”) shall not be liable for, for and agrees to protect, defend, indemnify, save, release and hold the Agency and its directors, members, officers, agents and employees Indemnified Parties harmless from and against, against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements or expenses (including, without limitation, reasonable attorneys’ and experts’ fees, expenses and disbursements, incurred whether by reason of third party claims or to enforce the terms, conditions and provisions of this Lease Agreement) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against the Agency relating to, resulting from or arising out of: (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesFacility or the Land, and (ii) liability arising from or expense incurred in connection with the Project Work and the Agency’s participation in the acquisition, owning, leasing and subleasing of the Demised Premises to the TenantFacility, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it pursuant to Section 5.2 of this Tenant Agency Compliance Agreement Lease Agreement, and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Lease Agreement (including without limitation this Section) or any of the other documents delivered in connection herewith by the Agency in connection with this Tenant Agency Compliance Agreement), Agency) and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, (iii) the conditions of the Environment at, on or in the vicinity of the Facility, (iv) the Project Work or the operation or use of the Facility in violation of any applicable Environmental Law for the storage, treatment, generation, transportation, processing, handling, management, production or Disposal of any Hazardous Substance or as a landfill or other waste disposal site, or for military, manufacturing or industrial purposes or for the commercial storage of petroleum or petroleum based products, except in compliance with all applicable Environmental Laws, (v) the presence of any Hazardous Substance or a Release or Disposal or the threat of a Release or Disposal of any Hazardous Substance or waste on, at or from the Facility, (vi) the failure promptly to undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean-up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Facility, required by any Environmental Law, (vii) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent that any such lossesthe same arise from the Project Work, damages, liabilities or expenses the condition of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation Facility or the application ownership, use, sale, operation, conveyance or operation thereof in violation of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent Environmental Law, (viii) a violation of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.Environmental Law,

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property onunder this Mortgage, in or about the Tenant Premises, and or (ii) liability arising from or expense incurred in connection with by the Project Work or the Agency’s participation in the subleasing acquiring, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Project Work or the Agency’s participation in the subleasing acquiring, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (aA) The Tenant Company hereby releases the Agency and its members, officers, agents (other than the Company) and employees from, agrees that the Agency and its directors, members, officers, agents (except other than the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release defend and hold the Agency and its directors, members, officers, agents (other than the Company) and employees harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Agency’s undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property or bodily injury to or death of any and all Persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesProject Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in acquiring, constructing, equipping, installing, owning, leasing or selling the subleasing of the Demised Premises to the TenantProject Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Project Facility, all liabilities or claims arising as a result of the Agency’s obligations under this Lease Agreement or any of the other Basic Documents or the enforcement of or defense of validity of any provision of any of the Basic Documents, (3) all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon on it pursuant to this Tenant Agency Compliance Agreement Section 4.1(E) hereof, and (4) all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Agency or any of its officers, members, directors, officers, agents (other than the Company) or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Each Obligor agrees that to indemnify the Agency Administrative Agent, each Participating Bank and its the Issuing Bank, each Affiliate of any of the foregoing persons and each of their respective directors, members, officers, agents employees, agents, trustees, attorneys, Affiliates and advisors (except the Companyeach such person being called an “Indemnities” ) and employees shall not be liable foragainst, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees each Indemnities harmless from and againstfrom, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnities arising out of, in any way connected with, or as a result of: (ia) the execution or delivery of this Agreement or any other Finance Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations hereunder, the underwriting or arrangement of the credit extensions made hereunder or the consummation of the transactions contemplated by the Finance Documents and the other transactions contemplated thereby, (b) the issuance of Letters of Credit, the use or intended use of the proceeds thereof, (c) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (d) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by the Obligors or any of their Subsidiaries, or any Environmental Liability related in any way to the Obligors or any of their Subsidiaries, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the extent permitted by Applicable Law, each Obligor waives any claim against any Indemnitee under any theory of liability for loss special, indirect, consequential or damage punitive damages (as opposed to Property direct or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or actual damages) arising by reason out of or in connection with the occupation Finance Documents, the transactions contemplated by the Finance Documents, any Letter of Credit or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effectproceeds thereof. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (aA) The Tenant agrees that Lessee hereby (i) releases the Agency Lessor and its directors, members, officers, agents (except other than the CompanyLessee) and employees from, (ii) agrees that the Lessor and its members, officers, agents (other than the Lessee) and employees shall not be liable for, and (iii) agrees to defend, indemnify, release defend and hold the Agency Lessor and its directors, members, officers, agents (other than the Lessee) and employees harmless from and against, : any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Lessor's undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property or bodily injury to or death of any and all Persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesProject Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in Lessor's acquiring, constructing, reconstructing, installing, owning or selling the subleasing of the Demised Premises to the TenantProject Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Project Facility and any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Project Facility, all liabilities or claims arising from as a result of the breach by Lessor's obligations under this Lease Agreement or any of the Tenant other Leasing Documents or the enforcement of or defense of validity of any of its covenants contained herein, the exercise by the Tenant provision of any authority conferred upon it pursuant Leasing Documents, and any and all liability arising out of environmental matters with respect to this Tenant Agency Compliance Agreement the Project Facility, and (3) all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency Lessor are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency Lessor or any of its directors, members, officers, agents (other than the Lessee) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Lessor or any of its officers, members, directors, officers, agents or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (bB) In the event of any claim against the Lessor or its members, officers, agents (other than the Lessee) or employees by any employee of the Lessee or any contractor of the Lessee or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Lessee hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Lessee or such contractor under workers' compensation laws, disability benefits laws or other employee benefit laws. (C) To effectuate the provisions of this Section 8.2, the Lessee agrees to provide for and insure, in the liability policies required by Section 6.3(C) of this Lease Agreement, its liabilities assumed pursuant to this Section 8.2. (D) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Lessee pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses expenses, charges and charges costs incurred by the Agency Lessor, or its officers, members, directorsagents (other than the Lessee) or employees, officers, agents and employees relating to the enforcement of the provisions herein specifiedthereto. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company hereby releases the Agency from, agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release defend and hold the Agency and its directorsexecutive director, officers, members, officersdirectors and employees, agents and employees their respective successors, assigns or personal representatives, harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and Facility; or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing approving, financing, construction, renovation, equipping, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its respective members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing ; except, however, that such indemnities are limited only will not be applicable with respect to willful misconduct or gross negligence on the part of the indemnified party to the extent that such an indemnity would be prohibited by law. In the event of any prohibitions imposed administrative or legal proceeding relating to the matters covered by lawthis subsection the costs of which are the obligation of the Company, as a condition of the Company’s obligations hereunder the Company shall have the right to select the legal counsel(s) for the indemnities hereunder and upon to direct the application defense and prosecution of the proceedings and any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effectappeals therefrom. (b) Notwithstanding any The Company understands and agrees that the Agency has undertaken or will undertake the construction, installation and equipping of infrastructure improvements to be dedicated to the Town or other provisions governmental entity in the Town of this Tenant Agency Compliance AgreementIrondequoit, Monroe County, New York (collectively, the obligations of “Infrastructure Improvements”). The Company further understands and agrees that the Tenant pursuant to this Section Infrastructure Improvements and related financing will benefit the Project as well as the public and as a result, the Company agrees that the foregoing hold harmless provisions shall remain apply in full force and effect after to the termination of this Tenant Agency Compliance Agreement until the expiration construction, installation and equipping of the period stated in Infrastructure Improvements and any related financing. The Company hereby releases the applicable statute Agency from, agrees that the Agency shall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director, officers, members, directors and employees, and their respective successors, assigns or personal representatives, harmless from and against any and all (i) liability for loss or damage to property or injury to or death of limitations during which a claim, any and all persons that may be occasioned by any cause of action or prosecution relating whatsoever pertaining to the matters herein described may be broughtconstruction, and payment in full installation, equipping or, prior to acceptance of dedication, the use of the Infrastructure Improvements or the satisfaction of such claim, cause of action (ii) liability arising from or prosecution relating to the matters herein described and the payment of all expenses and charges expense incurred by the Agency or its membersAgency’s financing, directorsconstruction, officersrenovation, agents equipping, owning and employees relating to the enforcement leasing of the provisions herein specified. (c) In Infrastructure Improvements, including without limiting the event generality of the foregoing, all causes of action and attorneys’ fees and any other expenses incurred in defending any suits or actions which may arise as a result of any claim against of the Agency foregoing or (iii) liability arising from or expense incurred by the Agency’s execution and delivery of the Lease and any document related thereto, including any indebtedness evidenced or incurred by the Agency. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees by any employee or contractor and irrespective of the Tenant breach of a statutory obligation or anyone directly the application of any rule of comparative or indirectly employed by any of them apportioned liability; except, however, that such indemnities will not be applicable with respect to willful misconduct or anyone for whose acts any of them may be liable, gross negligence on the obligations part of the Tenant hereunder shall not indemnified party to the extent that such an indemnity would be limited in any way prohibited by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit actslaw.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) ), and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (except the Company), and employees harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and Facility or the Land or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing 's acquisition, renovation and equipping, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it pursuant to Section 4.1(d) of this Tenant Agency Compliance Lease Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Installment Sale Agreement (including without limitation this Section) or any of the other documents delivered on the Closing Date by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its respective members, directors, officers, agents or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except other than the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (other than the Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or under this mortgage or any of the presence of any Person loan documentation, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing acquisition, installation, owning, leasing or financing of the Demised Premises to the TenantProject Facility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, herein or under any of the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement loan documentation and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding irrespective of the fault or negligence in breach of a statutory obligation on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, and irrespective of the breach of a statutory obligation employees or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreementmortgage, the obligations of the Tenant Company pursuant to this Section shall remain in full force and effect after the termination satisfaction of this Tenant Agency Compliance Agreement mortgage until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all reasonable expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents (other than the Company) and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents (other than the Company) or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit actsact. (d) Notwithstanding anything contained in this mortgage to the contrary, whenever the Company is obligated under this mortgage to indemnify and hold harmless the Agency, its directors, members, officers, agents (except the Company), or employees, the Company shall be given prompt notice of any matter that arises requiring indemnification, but failure to give such notice shall not constitute a defense hereunder nor in any way impair the obligations of the Company under this Section provided that such failure does not materially prejudice the Company in its ability to defend the Agency or materially impair the Company’s defense. The Company shall have the right to defend the Agency, its directors, members, officers, agents (other than the Company), and employees, and provided the Company promptly and continuously thereafter defends the Agency, its directors, members, officers, agents (other than the Company), and employees, no other attorneys’ fees of the Agency, its directors, members, officers, agents (other than the Company), and employees shall be payable by the Company. (e) Notwithstanding the provisions of subsection (d) hereof, the Agency retains the right to defend itself in any action or actions covered by the indemnities in this mortgage, which in the reasonable opinion of the Agency, its directors, members, officers, agents (other than the Company), or employees, independent counsel is necessary to protect the interests of the Agency due to the failure or inability of the Company to defend the Agency consistent with contemporary legal standards. In any such defense of itself, the Agency shall select its own counsel, and any and all reasonable out-of-pocket costs of such defense, including, without limitation, attorney and disbursement fees, court costs, and litigation expenses shall be paid by the Company.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Company Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Project Work or the Agency’s participation in the subleasing acquiring, owning and leasing of the Demised Premises to the TenantCompany Facility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Mortgagor agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing acquiring, constructing and equipping, installation, owning and leasing of the Demised Premises to the TenantPremises, including, including without limiting limitation the generality of the foregoing, all claims arising from the breach by the Tenant Mortgagor of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of the Lease or this Tenant Agency Compliance Agreement Mortgage (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions actions) which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Mortgagor) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance AgreementMortgage, the obligations of the Tenant Mortgagor pursuant to this Section 3.20 shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement Mortgage until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all reasonable expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents (except the Mortgagor) and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant Mortgagor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Mortgagor hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts. (d) The Mortgagor directs the Agency to execute and deliver this Mortgage to the Mortgagee, and further agrees to indemnify the Agency (and its members, officer, directors, agents, servants and employees) in connection with the execution, delivery, recording, performing and enforcing of this Mortgage.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (except the Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and Facility or the Land or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing 's financing, acquiring, constructing, equipping, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it It pursuant to Section 4.1(c) of this Tenant Agency Compliance Lease Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Lease Agreement (including without limitation this Section) or any of the other documents delivered on the Closing Date by the Agency in connection with this Tenant Agency Compliance AgreementAgency), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Agency, or its members, directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that Real Estate Holding Company and the Operating Company hereby release the Agency and its directors, members, officers, agents (except other than the Real Estate Holding Company and the Operating Company) and the Operating Company and employees from, agree that the Agency and its members, officers, agents (other than the Real Estate Holding Company and the Operating Company) and employees shall not be liable for, for and agrees agree to defend, indemnify, release defend and hold the Agency and its directors, members, officers, agents (other than the Real Estate Holding Company and the Operating Company) and employees harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Agency’s undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property property or bodily injury to or death of any and all Persons persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Company Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property property on, in or about the Tenant PremisesCompany Project Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in acquiring, constructing, equipping, installing, owning, leasing or selling the subleasing of the Demised Premises to the TenantCompany Project Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Company Project Facility, all liabilities or claims arising as a result of the Agency’s obligations under this Project Agreement or the enforcement of or defense of validity of any provision of this Project Agreement, (3) all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Real Estate Holding Company and the Operating Company of any the authority conferred upon on it pursuant to this Tenant Agency Compliance Agreement Sections 4.01 and 4.02 hereof, and (4) all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Real Estate Holding Company and the Operating Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Agency or any of its officers, members, directors, officers, agents (other than the Real Estate Holding Company and the Operating Company) or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) In the event of any claim against the Agency or its members, officers, agents (other than the Real Estate Holding Company and the Operating Company) or employees by any employee of the Real Estate Holding Company or any contractor of the Real Estate Holding Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Real Estate Holding Company and the Operating Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Real Estate Holding Company or the Operating Company or such contractor under workers’ compensation laws, disability benefits laws or other employee benefit laws. (c) To effectuate the provisions of this Section 7.01, the Real Estate Holding Company and the Operating Company agree to provide for and insure, in the liability policies required by Section 7.02 of this Project Agreement, its respective liabilities assumed pursuant to this Section 7.01. (d) Notwithstanding any other provisions of this Tenant Agency Compliance Project Agreement, the obligations of the Tenant Real Estate Holding Company and the Operating Company pursuant to this Section 7.01 shall remain in full force and effect after the termination of this Tenant Agency Compliance Project Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses expenses, charges and charges costs incurred by the Agency Agency, or its officers, members, directorsagents (other than the Real Estate Holding Company and the Operating Company) or employees, officers, agents and employees relating to the enforcement of the provisions herein specifiedthereto. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property onunder this Mortgage, in or about the Tenant Premises, and or (ii) liability arising from or expense incurred in connection with by the Project Work or the Agency’s participation in the subleasing 's acquiring, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (aA) The Tenant agrees that Company hereby releases the Agency Issuer and its directors, members, officers, agents (except other than the Company) and employees from, agrees that the Issuer and its members, officers, agents (other than the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release defend and hold the Agency Issuer and its directors, members, officers, agents (other than the Company) and employees harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Issuer's undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property or bodily injury to or death of any and all Persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesProject Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in Issuer's financing, acquiring, constructing, equipping, installing, owning or selling the subleasing of the Demised Premises to the TenantProject Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Project Facility, all liabilities or claims arising as a result of the Issuer's obligations under this Installment Sale Agreement or any of the other Financing Documents or the enforcement of or defense of validity of any provision of any Financing Document, and all liabilities or claims arising as a result of or in connection with the offering, issuance, sale or resale of the Bonds, (3) all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon on it pursuant to this Tenant Agency Compliance Agreement Section 4.1(E) hereof, and (4) all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency Issuer are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency Issuer or any of its directors, members, officers, agents (other than the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Issuer or any of its officers, members, directors, officers, agents (other than the Company) or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (bB) In the event of any claim against the Issuer or its members, officers, agents (other than the Company) or employees by any employee of the Company or any contractor of the Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Company or such contractor under workers' compensation laws, disability benefits laws or other employee benefit laws. (C) To effectuate the provisions of this Section 8.2, the Company agrees to provide for and insure, in the liability policies required by Section 6.3(C) of this Installment Sale Agreement, its liabilities assumed pursuant to this Section 8.2. (D) Notwithstanding any other provisions of this Tenant Agency Compliance Installment Sale Agreement, the obligations of the Tenant Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Installment Sale Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses expenses, charges and charges costs incurred by the Agency Issuer, or its officers, members, directorsagents (other than the Company) or employees, officers, agents and employees relating to the enforcement of the provisions herein specifiedthereto. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) ), and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (except the Company), and employees harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesFacility or the Land, and or (ii) liability arising from or expense incurred in connection with the Agency’s participation in the acquisition, construction, installation, furnishing, equipping, owning, leasing and subleasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, foregoing all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it pursuant to Section 4.1(d) and Section 4.6 of this Tenant Agency Compliance Agreement Lease Agreement, all claims arising from the breach of any of the Company’s covenants contained in Section 8.8 hereof, and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Lease Agreement (including without limitation this Section) or any of the other documents delivered on the Closing Date by the Agency in connection with this Tenant Agency Compliance Agreement), Agency) and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred on account of and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Agency, or its members, directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (aA) The Tenant agrees that Company hereby releases the Agency and its directors, the City and their respective members, officers, agents (except the Company) and employees (the “Indemnified Parties”) from, agrees that the Indemnified Parties shall not be liable for, and agrees to defend, indemnify, release defend and hold the Agency and its directors, members, officers, agents and employees Indemnified Parties harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, penalties, losses, costs and expenses arising as a result of (i1) liability for loss or damage to Property or bodily injury to or death of any and all Persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of Company’s leasehold interest in the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), hereunder or arising by reason of or in connection with the occupation or the use thereof by the Company or the presence of any Person or Property on, in or about the Tenant PremisesFacility, as the employee, agent or invitee of the Company, (2) any failure of the Company to comply with any of the terms of any Project Document, (3) any breach of any representation or warranty of the Company set forth in the Project Documents, (4) any untrue statement of a material fact or omission to state a material fact by the Company contained in any Project Document, (5) based upon, directly or indirectly any Hazardous Materials or violation of Environmental Laws that exists or existed at the Facility prior to, at or after the effective date of this Lease Agreement, (6) any other claim, causes of action, judgments, liabilities, damages, penalties, losses, costs and expenses relating to the Project, the Facility, the execution of the Project Documents, and (ii7) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency Indemnified Party are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction misconduct of such claimIndemnified Party, cause of action or prosecution relating to as the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specifiedcase may be. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Borrower during the Loan Term hereby releases the Indemnified Parties from, agrees that the Agency and its directors, members, officers, agents (except the Company) and employees Indemnified Parties shall not be liable for, for and agrees to defend, indemnify, release indemnify and hold the Agency and its directors, members, officers, agents and employees Indemnified Parties harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in Board's making the subleasing of the Demised Premises loan to the TenantBorrower pursuant to this Agreement, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoingthereof, to the extent provided that any such losses, damages, liabilities or expenses of the Agency Indemnified Parties are not incurred and or do not result from the gross negligence or negligence, the intentional or willful wrongdoing of the Agency Indemnified Parties or any of its directors, their members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions provision of this Tenant Agency Compliance AgreementAgreement or the Board Resolution to the contrary, the obligations Borrower shall be liable for, and shall hold the Indemnified Parties harmless against, any liability for any failure by any Person to comply with the requirements of Section 103 and Sections 140 through 150, inclusive of the Tenant pursuant Code, including, without limitation, the failure to this make rebate payments due to the United States of America under Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration 148 of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating Code with respect to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liableSingle Lot Bonds. Further, the obligations of the Tenant hereunder Borrower specifically agrees that Indemnified Parties shall not be limited held liable, or in any way by responsible, for any limitation on investment of any Fund or Account or the amount or type of damages, compensation, disability benefits General Guaranty Fund or other employee benefit acts"gross proceeds" (as defined in Section 148 of the Code) under the control or custody of the Board or the Trustee or the Escrow Holder or for any mistake or error in the filing of any rebate payments required pursuant to Section 148 of the Code or the determination of any amount due to the United States of America or for any consequences resulting from any such mistake or error.

Hold Harmless Provisions. (a) The Tenant Borrower agrees that the Agency and XXX, its directors, members, officers, agents (except the CompanyBorrower) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and XXX, its directorsdirector, members, officers, agents (except the Borrower) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), Mortgaged Property or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing IDA's acquiring, constructing and equipping, installing, owning and leasing of the Demised Premises to the TenantMortgaged Property, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Borrower of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this SectionMortgage) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency XXX are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency XXX or any of its directors, members, officers, agents (except the Borrower) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the AgencyXXX, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect., (b) Notwithstanding any other provisions of this Tenant Agency Compliance AgreementMortgage, the obligations of the Tenant Borrower pursuant to this Section section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement Mortgage until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all reasonable expenses and charges incurred by the Agency XXX, or its respective members, directors, officers, agents (except the Borrower) and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency XXX or its members, directors, officers, agents (except the Borrower) or employees by any employee or contractor of the Tenant Borrower or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Borrower hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (aA) The Tenant Real Estate Owner hereby releases the Agency and its members, officers, agents (other than the Real Estate Owner) and employees from, agrees that the Agency and its directors, members, officers, agents (except other than the CompanyReal Estate Owner) and employees shall not be liable for, for and agrees to defend, indemnify, release defend and hold the Agency and its directors, members, officers, agents (other than the Real Estate Owner) and employees harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Agency’s undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property or bodily injury to or death of any and all Persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Real Estate Owner Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesReal Estate Owner Project Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in acquiring, constructing, equipping, installing, owning, leasing or selling the subleasing of the Demised Premises to the TenantReal Estate Owner Project Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Real Estate Owner Project Facility, all liabilities or claims arising as a result of the Agency’s obligations under this Lease Agreement or any of the other Basic Documents or the enforcement of or defense of validity of any provision of any of the Basic Documents, (3) all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Real Estate Owner of any the authority conferred upon it on him pursuant to this Tenant Agency Compliance Agreement Section 4.1(E) hereof, and (4) all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Real Estate Owner) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Agency or any of its officers, members, directors, officers, agents (other than the Real Estate Owner) or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a1) The Tenant Institution agrees that the Agency Issuer, the LOC Bank and its directors, members, officers, agents (except the Company) and employees Trustee shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency Issuer, the LOC Bank and its directors, members, officers, agents and employees the Trustee harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesFacility or the Land, and or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing Issuer's financing, constructing, improving, installing, equipping, owning and selling of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the issuance of the Bonds, and any alleged misstatement or omission of material fact contained in the Offering Circular or arising from the breach by the Tenant Institution of any of its covenants contained herein, the exercise by the Tenant Institution of any the authority conferred upon it pursuant to Section 4.1(d) of this Tenant Agency Compliance Lease Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and expenses and any other expenses incurred in defending any claims, suits or actions which that may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency Issuer, the LOC Bank or the Trustee are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency Issuer, the LOC Bank or the Trustee, respectively or any of its directors, members, agents or employees. Except The Institution further acknowledges, agrees to, accepts and incorporates herein the indemnification provisions set forth as otherwise provided herein, the Exhibit B. The foregoing indemnities shall apply notwithstanding the fault or negligence, other than gross negligence in part of the AgencyIssuer, the LOC Bank or the Trustee, or any of its members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b2) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Institution pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Issuer, the Trustee or its their respective members, directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. (c3) In the event of any claim against the Agency Issuer, the Trustee or its their respective members, directors, officers, agents or employees by any employee or contractor of the Tenant Institution or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Institution hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (except the Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and Facility or the Land or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing 's financing, acquiring, renovating and equipping, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it pursuant to Section 4.1(d) of this Tenant Agency Compliance Facility Lease Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Facility Lease Agreement, the obligations of the Tenant Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Facility Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its respective members, directors, officers, agents or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Sublessee agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) Sublessee), and employees (the “Indemnified Parties”) shall not be liable for, for and agrees to protect, defend, indemnify, save, release and hold the Agency and its directors, members, officers, agents and employees Indemnified Parties harmless from and against, against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements or expenses (including, without limitation, reasonable attorneys’ and experts’ fees, expenses and disbursements, incurred whether by reason of third party claims or to enforce the terms, conditions and provisions of this Agency Compliance Agreement) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against the Agency relating to, resulting from or arising out of: (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesFacility or the Land, and (ii) liability arising from or expense incurred in connection with the Project Work and the Agency’s participation in the acquisition, owning, leasing and subleasing of the Demised Premises to the TenantFacility, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Sublessee of any of its their covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any of the other documents delivered on the Closing Date by the Agency in connection with this Tenant Agency Compliance Agreement), Agency) and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, (iii) the conditions of the Environment at, on or in the vicinity of the Facility, (iv) the Project Work or the operation or use of the Facility in violation of any applicable Environmental Law for the storage, treatment, generation, transportation, processing, handling, management, production or Disposal of any Hazardous Substance or as a landfill or other waste disposal site, or for military, manufacturing or industrial purposes or for the commercial storage of petroleum or petroleum based products, except in compliance with all applicable Environmental Laws, (v) the presence of any Hazardous Substance or a Release or Disposal or the threat of a Release or Disposal of any Hazardous Substance or waste on, at or from the Facility, (vi) the failure promptly to undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean-up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Facility, required by any Environmental Law, (vii) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the Project Work, the condition of the Facility or the ownership, use, sale, operation, conveyance or operation thereof in violation of any Environmental Law, (viii) a violation of any applicable Environmental Law, (ix) non-compliance with any Environmental Permit, (x) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by the Sublessee in this Agency Compliance Agreement, or (xi) the costs of any required or necessary investigation, assessment, testing, repair, cleanup, or detoxification of the Facility and the preparation of any closure or other required plans; provided that any such losses, damages, liabilities or expenses of the Agency are not incurred on account of and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employeesIndemnified Parties. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employeesthe Indemnified Parties, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (aA) The Tenant agrees that Company hereby (i) releases the Agency Lessor and its directors, members, officers, agents (except other than the Company) and employees from, (ii) agrees that the Lessor and its members, officers, agents (other than the Company) and employees shall not be liable for, and (iii) agrees to defend, indemnify, release defend and hold the Agency Lessor and its directors, members, officers, agents (other than the Company) and employees harmless from and against, : any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Lessor’s undertaking the acquisition, construction and installation of the Project Facility, including, but not limited to, (i1) liability for loss or damage to Property or bodily injury to or death of any and all Persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesProject Facility, and (ii2) liability arising from or expense incurred in connection with by the AgencyLessor’s participation in financing, acquiring, constructing, installing, owning or selling the subleasing of the Demised Premises to the TenantProject Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Project Facility and any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Project Facility, all liabilities or claims arising from as a result of the breach by Lessor’s obligations under this Agency Lease or any of the Tenant other Leasing Documents or the enforcement of or defense of validity of any of its covenants contained herein, the exercise by the Tenant provision of any authority conferred upon it pursuant Leasing Documents, and all liabilities or claims arising out of environmental matters with respect to this Tenant Agency Compliance Agreement the Project Facility, and (3) all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency Lessor are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency Lessor or any of its directors, members, officers, agents (other than the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Lessor or any of its officers, members, directors, officers, agents or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (except the Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, indirectly any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing acquiring, construction, renovation, installation, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon . In the application event of any such prohibition administrative or legal proceeding relating to the matters covered by this subsection the final judgment or decision costs of which are the obligation of the Company, as a competent court condition of law, the remaining provisions Company’s obligations hereunder the Company shall have the right to select the legal counsel(s) for the indemnities hereunder and to direct the defense and prosecution of these indemnities shall remain in full force the proceedings and effectany appeals therefrom. (b) Notwithstanding any other provisions of this Tenant Agency Compliance AgreementMortgage, the obligations of the Tenant Company pursuant to this Section 29 shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement Mortgage until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all reasonable expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents (except the Company) and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents (except the Company) or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that Company hereby releases the Agency and its directors, members, officers, agents (except other than the Company) and employees from, agree that the Agency and its members, officers, agents (other than the Company) and employees shall not be liable for, for and agrees agree to defend, indemnify, release defend and hold the Agency and its directors, members, officers, agents (other than the Company) and employees harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Agency’s undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property property or bodily injury to or death of any and all Persons persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property property on, in or about the Tenant PremisesProject Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in acquiring, constructing, equipping, installing, owning, leasing or selling the subleasing of the Demised Premises to the TenantProject Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Project Facility, all liabilities or claims arising as a result of the Agency’s obligations under this Project Agreement or the enforcement of or defense of validity of any provision of this Project Agreement, (3) all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon on it pursuant to this Tenant Agency Compliance Agreement Sections 4.02 and 4.03 hereof, and (4) all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Agency or any of its officers, members, directors, officers, agents (other than the Company) or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) In the event of any claim against the Agency or its members, officers, agents (other than the Company) or employees by any employee of the Company or any contractor of the Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Company or such contractor under workers’ compensation laws, disability benefits laws or other employee benefit laws. (c) To effectuate the provisions of this Section 7.01, the Company agrees to provide for and insure, in the liability policies required by Section 7.02 of this Project Agreement, its liabilities assumed pursuant to this Section 7.01. (d) Notwithstanding any other provisions of this Tenant Agency Compliance Project Agreement, the obligations of the Tenant Company pursuant to this Section 7.01 shall remain in full force and effect after the termination of this Tenant Agency Compliance Project Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses expenses, charges and charges costs incurred by the Agency Agency, or its officers, members, directorsagents (other than the Company) or employees, officers, agents and employees relating to the enforcement of the provisions herein specifiedthereto. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (except the Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or under this mortgage or any of the presence of any Person loan documentation, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing acquisition, installation, owning, leasing or financing of the Demised Premises to the TenantProject Facility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, herein or under any of the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement loan documentation and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding irrespective of the fault or negligence in breach of a statutory obligation on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, and irrespective of the breach of a statutory obligation employees or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreementmortgage, the obligations of the Tenant Company pursuant to this Section shall remain in full force and effect after the termination satisfaction of this Tenant Agency Compliance Agreement mortgage until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all reasonable expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents (except the Company) and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents (except the Company) or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit actsact. (d) Notwithstanding anything contained in this mortgage to the contrary, whenever the Company is obligated under this mortgage to indemnify and hold harmless the Agency, its directors, members, officers, agents (except the Company), or employees, the Company shall be given prompt notice of any matter that arises requiring indemnification, but failure to give such notice shall not constitute a defense hereunder nor in any way impair the obligations of the Company under this Section provided that such failure does not materially prejudice the Company in its ability to defend the Agency or materially impair the Company’s defense. The Company shall have the right to defend the Agency, its directors, members, officers, agents (except the Company), and employees, and provided the Company promptly and continuously thereafter defends the Agency, its directors, members, officers, agents (except the Company), and employees, no other attorneys’ fees of the Agency, its directors, members, officers, agents (except the Company), and employees shall be payable by the Company. (e) Notwithstanding the provisions of subsection (d) hereof, the Agency retains the right to defend itself in any action or actions covered by the indemnities in this mortgage, which in the reasonable opinion of the Agency, its directors, members, officers, agents (except the Company), or employees, independent counsel is necessary to protect the interests of the Agency due to the failure or inability of the Company to defend the Agency consistent with contemporary legal standards. In any such defense of itself, the Agency shall select its own counsel, and any and all reasonable out-of-pocket costs of such defense, including, without limitation, attorney and disbursement fees, court costs, and litigation expenses shall be paid by the Company.

Hold Harmless Provisions. (a) The Tenant Real Estate Owner agrees that the Agency and Agency, its directors, members, officers, agents (except other than the CompanyReal Estate Owner) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (other than the Real Estate Owner and the Operating Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Real Estate Owner Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or under this mortgage or any of the presence of any Person loan documentation, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing acquisition, installation, owning, leasing or financing of the Demised Premises to the TenantReal Estate Owner Project Facility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Real Estate Owner of any of its his covenants contained herein, herein or under any of the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement loan documentation and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Real Estate Owner) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding irrespective of the fault or negligence in breach of a statutory obligation on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, and irrespective of the breach of a statutory obligation employees or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreementmortgage, the obligations of the Tenant Real Estate Owner pursuant to this Section shall remain in full force and effect after the termination satisfaction of this Tenant Agency Compliance Agreement mortgage until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all reasonable expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents (other than the Real Estate Owner) and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents (other than the Real Estate Owner and the Operating Company) or employees by any employee or contractor of the Tenant Real Estate Owner or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Real Estate Owner hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit actsact. (d) Notwithstanding anything contained in this mortgage to the contrary, whenever the Real Estate Owner is obligated under this mortgage to indemnify and hold harmless the Agency, its directors, members, officers, agents (except the Real Estate Owner), or employees, the Real Estate Owner shall be given prompt notice of any matter that arises requiring indemnification, but failure to give such notice shall not constitute a defense hereunder nor in any way impair the obligations of the Real Estate Owner under this Section provided that such failure does not materially prejudice the Real Estate Owner in his ability to defend the Agency or materially impair the Real Estate Owner’s defense. The Real Estate Owner shall have the right to defend the Agency, its directors, members, officers, agents (other than the Real Estate Owner), and employees, and provided the Real Estate Owner promptly and continuously thereafter defends the Agency, its directors, members, officers, agents (other than the Real Estate Owner), and employees, no other attorneys’ fees of the Agency, its directors, members, officers, agents (other than the Real Estate Owner), and employees shall be payable by the Real Estate Owner. (e) Notwithstanding the provisions of subsection (d) hereof, the Agency retains the right to defend itself in any action or actions covered by the indemnities in this mortgage, which in the reasonable opinion of the Agency, its directors, members, officers, agents (other than the Real Estate Owner), or employees, independent counsel is necessary to protect the interests of the Agency due to the failure or inability of the Real Estate Owner to defend the Agency consistent with contemporary legal standards. In any such defense of itself, the Agency shall select its own counsel, and any and all reasonable out-of-pocket costs of such defense, including, without limitation, attorney and disbursement fees, court costs, and litigation expenses shall be paid by the Real Estate Owner.

Hold Harmless Provisions. (a) The Tenant agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the actions or failure to act of the Tenant or its agents, employees, guests or invitees with respect to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof by the Tenant or the presence of any Person the Tenant or Property its agents, employees, guests or invitees on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents (with the exception of the Company) or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding not cover loss or damage resulting from the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant to the Agency hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts. The foregoing sentence shall in no event limit the defenses of the Tenant against such employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

Hold Harmless Provisions. (a) The Tenant agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Company Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) ), and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directors, members, officers, agents (except the Company), and employees harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Company Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesCompany Facility or the Land, and or (ii) liability arising from or expense incurred in connection with the Agency’s participation in the acquisition, constructing, equipping, owning, leasing and subleasing of the Demised Premises to the TenantCompany Facility, including, including without limiting the generality of the foregoing, foregoing all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it pursuant to Section 4.1(d) and Section 4.6 of this Tenant Agency Compliance Agreement Lease Agreement, all claims arising from the breach of any of the Company’s covenants contained in Section 8.8 hereof, and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Lease Agreement (including without limitation this Section) or any of the other documents delivered on the Closing Date by the Agency in connection with this Tenant Agency Compliance Agreement), Agency) and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred on account of and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Agency, or its members, directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Phase 2B Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company hereby releases the Agency from, agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release indemnify and hold the Agency and its directors, members, officers, agents and employees harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property on, in or about the Tenant PremisesProject Facility, and or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing 's construction, reconstruction, renovation, equipping and leasing of the Demised Premises to the TenantProject Facility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it pursuant to Section 4.1 of this Tenant Agency Compliance Lease Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing; provided, to the extent however, that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents (other than the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Company pursuant to this Lease Agreement, the obligations of the Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Agency, or its respective officers, members, directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. The misconduct or negligence of any party indemnified hereunder shall not affect the indemnity of any other party so indemnified. (c) In the event of any claim against the Agency or its officers, members, directors, officers, agents or employees by any employee of the Company or any contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit actslaws. (d) To effectuate the provisions of this Section 8.2, the Company agrees to provide for and insure, in the liability insurance policies required by Section 6.4(b) hereof, its liabilities assumed pursuant to this Section 8.2.

Hold Harmless Provisions. (a) The Tenant agrees that During the Agency Lease Term, Lessee shall, at its sole cost and expense, indemnify, defend and hold harmless the Lessor, its directorsofficials, board members, officers, agents employees and agents, against and from: (except i) any loss, damage, or expense incurred or sustained by the Company) and employees shall not be liable forLessor, and agrees to defendits officials, indemnify, release and hold the Agency and its directors, board members, officers, employees or agents by reason of the operation or leasing of the Existing Campus, or, on and employees harmless from and againstthe Delivery Date, the Expanded Campus; (ii) any and all (i) liability for loss claims, losses, damages or damage to Property expenses by or injury to or death on behalf of any person, firm or corporation, which result from any occurrence or circumstance on the Existing Campus, or, on and from the Delivery Date, the Expanded Campus or any portion thereof and not resulting from a breach or default in the performance of any covenant or agreement to be performed by the Lessor under the provisions of this Lease Agreement; and (iii) all Persons that may claims, losses, liabilities, damages, costs and expenses which arise from any breach or default in the performance of any covenant or agreement on the part of the Lessee to be occasioned by, directly or indirectly, any cause whatsoever pertaining performed pursuant to the Demised Premises provisions of this Lease Agreement. The indemnity herein provided shall include all reasonable costs, counsel fees, expenses and liabilities incurred in connection with any such claim, action or to common areas or other portions proceeding brought in connection with any of the Facility to which foregoing, and in case any action or proceeding shall be brought against the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising Lessor by reason of any such claim, Lessee upon written notice from the Lessor, shall defend such action or proceeding. Notwithstanding any provision herein to the contrary, the Lessee shall have no obligation to indemnify the Lessor to the extent the underlying claim, loss, damage or expense arises from or in connection with the occupation Lessor’s gross negligence or intentional acts or willful misconduct. (b) During the use thereof or Construction Period, Lessee shall, at its sole cost and expense, indemnify, defend and hold harmless the presence of Lessor against any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense costs incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise Lessor as a result of any of loss, damage or expense incurred or sustained by the foregoingLessor, to the extent that any such lossesits officials, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, board members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, employees or agents resulting from any action or employees, and irrespective inaction of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only Lessee with regard to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effectExpansion. (bc) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Lessee and Lessor pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Lessor or its the Lessee, or their respective members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) . In the event of any claim against the Agency Lessor or its the Lessee or their respective members, directors, officers, agents or employees by any employee or contractor of the Tenant other party or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Lessor and Lessee hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Mortgagor agrees that the Agency and Agency, its directors, members, officers, agents (except the CompanyMortgagor) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Mortgagor) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing 's acquiring, constructing, renovating and equipping, installation, owning and leasing of the Demised Premises to the TenantPremises, including, including without limiting limitation the generality of the foregoing, all claims arising from the breach by the Tenant Mortgagor of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of the Lease or this Tenant Agency Compliance Agreement Mortgage (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions actions) which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Mortgagor) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance AgreementMortgage, the obligations of the Tenant Mortgagor pursuant to this Section 3.20 shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement Mortgage until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all reasonable expenses and charges incurred by the Agency Agency, or its respective members, directors, officers, agents (except the Mortgagor) and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents (except the Mortgagor) or employees by any employee or contractor of the Tenant Mortgagor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Mortgagor hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts. (d) The Mortgagor directs the Agency to execute and deliver this Mortgage to the Mortgagee, and further agrees to indemnify the Agency (and its members, officer, directors, agents, servants and employees) in connection with the execution, delivery, recording, performing and enforcing of this Mortgage.

Hold Harmless Provisions. (a) The Tenant Sublessee agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) Sublessee), and employees (the “Indemnified Parties”) shall not be liable for, for and agrees to protect, defend, indemnify, save, release and hold the Agency and its directors, members, officers, agents and employees Indemnified Parties harmless from and against, against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements or expenses (including, without limitation, reasonable attorneys’ and experts’ fees, expenses and disbursements, incurred whether by reason of third party claims or to enforce the terms, conditions and provisions of this Agency Compliance Agreement) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against the Agency relating to, resulting from or arising out of: (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesFacility or the Land, and (ii) liability arising from or expense incurred in connection with any Project Work and the Agency’s participation in the acquisition, owning, leasing and subleasing of the Demised Premises to the TenantFacility, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Sublessee of any of its their covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any of the other documents delivered on the Closing Date by the Agency in connection with this Tenant Agency Compliance Agreement), Agency) and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, (iii) the conditions of the Environment at, on or in the vicinity of the Facility, (iv) any Project Work or the operation or use of the Facility in violation of any applicable Environmental Law for the storage, treatment, generation, transportation, processing, handling, management, production or Disposal of any Hazardous Substance or as a landfill or other waste disposal site, or for military, manufacturing or industrial purposes or for the commercial storage of petroleum or petroleum based products, except in compliance with all applicable Environmental Laws, (v) the presence of any Hazardous Substance or a Release or Disposal or the threat of a Release or Disposal of any Hazardous Substance or waste on, at or from the Facility, (vi) the failure promptly to undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean-up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Facility, required by any Environmental Law, (vii) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from any Project Work, the condition of the Facility or the ownership, use, sale, operation, conveyance or operation thereof in violation of any Environmental Law, (viii) a violation of any applicable Environmental Law, (ix) non-compliance with any Environmental Permit, (x) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by the Sublessee in this Agency Compliance Agreement, or (xi) the costs of any required or necessary investigation, assessment, testing, repair, cleanup, or detoxification of the Facility and the preparation of any closure or other required plans; provided that any such losses, damages, liabilities or expenses of the Agency are not incurred on account of and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employeesIndemnified Parties. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employeesthe Indemnified Parties, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency Issuer, the Trustee and its directors, their respective members, officers, directors, employees, servants, attorneys, consultants, contractors and agents (except other than the Company) and employees (collectively, the “Indemnified Parties”) shall not be liable for, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees Indemnified Parties harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), Facilities or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property property on, in or about the Tenant PremisesFacilities, and or (ii) liability arising from or expense incurred by the Issuer's financing, acquisition, construction and leasing of the Facilities, or (iii) liability arising out of any violation of Environmental Laws arising on the 2017 Land or the 2020 Land or in connection with the Agency’s participation in the subleasing operation of the Demised Premises to Facilities, or (iv) liability arising out of any release of Hazardous Materials from the TenantFacilities or in connection with the handling of Hazardous Materials at the Facilities; in each case, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its the covenants contained herein, all claims, causes of action, judgments, liabilities, losses, damages, costs and expenses (including attorneys' fees) arising out of or in connection with the exercise by issuance and administration of the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement Bonds under the Indenture, and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency Indemnified Parties are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employeesIndemnified Parties as the case may be. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents or employees, Indemnified Parties and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain except as otherwise provided in full force and effectthis subsection (a). (b) In the event of any claim against the Indemnified Parties by any employee of the Company or any contractor of the Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Company hereunder shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefits payable by or for the Company or such contractor under Workers' Compensation acts, disability benefits or other employee benefit acts. (c) To effectuate the provisions of this Section, the Company agrees to provide for and insure, in the liability policies required in Section 6.3(a)(iv) and (b)(iv) hereof, its liabilities assumed pursuant to this Section, provided that any indemnity required by this Section shall not be limited to the amounts of insurance coverage obtained pursuant to Section 6.3(a)(iv) and (b)(iv) hereof. (d) Notwithstanding any other provisions of this Tenant Agency Compliance Loan Agreement, the obligations of the Tenant Company pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Loan Agreement until the expiration of the period stated in the applicable statute of limitations limitations, during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its membersIndemnified Parties, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that Company hereby releases the Agency and its directors, members, officers, agents (except other than the Company) and employees from, agree that the Agency and its members, officers, agents (other than the Company) and employees shall not be liable for, for and agrees agree to defend, indemnify, release defend and hold the Agency and its directors, members, officers, agents (other than the Company) and employees harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Agency’s undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property property or bodily injury to or death of any and all Persons persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property property on, in or about the Tenant PremisesProject Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in acquiring, constructing, equipping, installing, owning, leasing or selling the subleasing of the Demised Premises to the TenantProject Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Project Facility, all liabilities or claims arising as a result of the Agency’s obligations under this Project Agreement or the enforcement of or defense of validity of any provision of this Project Agreement, (3) all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon on it pursuant to this Tenant Agency Compliance Agreement Sections 4.01 and 4.02 hereof, and (4) all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Agency or any of its officers, members, directors, officers, agents (other than the Company) or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) In the event of any claim against the Agency or its members, officers, agents (other than the Company) or employees by any employee of the Company or any contractor of the Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Company or such contractor under workers’ compensation laws, disability benefits laws or other employee benefit laws. (c) To effectuate the provisions of this Section 7.01, the Company agrees to provide for and insure, in the liability policies required by Section 7.02 of this Project Agreement, its liabilities assumed pursuant to this Section 7.01. (d) Notwithstanding any other provisions of this Tenant Agency Compliance Project Agreement, the obligations of the Tenant Company pursuant to this Section 7.01 shall remain in full force and effect after the termination of this Tenant Agency Compliance Project Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses expenses, charges and charges costs incurred by the Agency Agency, or its officers, members, directorsagents (other than the Company) or employees, officers, agents and employees relating to the enforcement of the provisions herein specifiedthereto. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees Sublessees agree that the Agency and Agency, its directors, members, officers, agents (except the Company) Sublessee), and employees (the “Indemnified Parties”) shall not be liable forfor and agree to protect, and agrees to defend, indemnify, save, release and hold the Agency and its directors, members, officers, agents and employees Indemnified Parties harmless from and against, against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements or expenses (including, without limitation, reasonable attorneys' and experts' fees, expenses and disbursements, incurred whether by reason of third party claims or to enforce the terms, conditions and provisions of this Agency Compliance Agreement) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against the Agency relating to, resulting from or arising out of: (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant PremisesFacility or the Land, and (ii) liability arising from or expense incurred in connection with the Project Work and the Agency’s participation in the 's acquisition, owning, leasing and subleasing of the Demised Premises to the TenantFacility, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Sublessees of any of its the covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any of the other documents delivered on the Closing Date by the Agency in connection with this Tenant Agency Compliance Agreement), Agency) and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, (iii) the conditions of the Environment at, on or in the vicinity of the Facility, (iv) the Project Work or the operation or use of the Facility in violation of any applicable Environmental Law for the storage, treatment, generation, transportation, processing, handling, management, production or Disposal of any Hazardous Substance or as a landfill or other waste disposal site, or for military, manufacturing or industrial purposes or for the commercial storage of petroleum or petroleum based products, except in compliance with all applicable Environmental Laws, (v) the presence of any Hazardous Substance or a Release or Disposal or the threat of a Release or Disposal of any Hazardous Substance or waste on, at or from the Facility, (vi) the failure promptly to undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean-up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Facility, required by any Environmental Law, (vii) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the Project Work, the condition of the Facility or the ownership, use, sale, operation, conveyance or operation thereof in violation of any Environmental Law, (viii) a violation of any applicable Environmental Law, (ix) non¬compliance with any Environmental Permit, (x) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by the Sublessees in this Agency Compliance Agreement, or (xi) the costs of any required or necessary investigation, assessment, testing, repair, cleanup, or detoxification of the Facility and the preparation of any closure or other required plans; provided that any such losses, damages, liabilities or expenses of the Agency are not incurred on account of and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employeesIndemnified Parties. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employeesthe Indemnified Parties, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant Sublessees pursuant to this Section 4.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its membersIndemnified Parties, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. The liability of the Sublessees to the Agency hereunder shall in no way be limited, abridged, impaired or otherwise affected by (i) any amendment or modification of any of the Transaction Documents by or for the benefit of the Agency, the Sublessees or any subsequent owners or users of the Facility, (ii) any extensions of time for payment or performance required by any of the Transaction Documents, (iii) the release of the Sublessees or any other person from the performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Transaction Documents by operation of law, either by the Agency's voluntary act or otherwise, (iv) the invalidity or unenforceability of any of the terms or provisions of the Transaction Documents, (v) any exculpatory provision contained in any of the Transaction Documents limiting the Agency's recourse to any other security or limiting the Agency's rights to a deficiency judgment against the Sublessees (vi) any investigation or inquiry conducted by or on the behalf of the Agency or any information which the Agency may have or obtain with respect to the condition of the Environment at, or ecological condition of, the Facility, (vii) the sale, assignment or foreclosure of any mortgage relating to all or any part of the Facility, but only with respect to a Release that has occurred prior to any such event, (viii) the sale, assignment, subleasing, transfer or conveyance of all or part of the Land or the Facility, but only with respect to a Release that has occurred prior to any such event, (ix) the death or legal incapacity of the Sublessees, (x) the release or discharge, in whole or in part, of either Sublessee in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding, or (xi) any other circumstances which might otherwise constitute a legal or equitable release or discharge, in whole or in part, of either Sublessee under the Agency Compliance Agreement. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees Indemnified Parties by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property onunder this Mortgage, in or about the Tenant Premises, and or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing acquiring, constructing, equipping, installation, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that To the Agency and its directorsfullest extent permitted by law, members, officers, agents (except the Company) and employees shall not be liable for, and Contractor hereby agrees to defend, indemnify, release and hold the Agency City and its directors, members, officers, agents and employees harmless employees, Xxxxxxx Engineering Inc., and its agents and employees, and the Engineer’s Consultants and their respective agents and employees, herein referred to as Indemnitees, from and against, against any and all (i) liability claims for loss injuries, deaths, damages, losses, patent claims, suits, liabilities, judgments, economic losses and expenses, including but not limited to, attorney’s fees arising out of or damage resulting from the performance of the Work under this Contract, provided that such claim, loss, or expense is attributable to Property bodily injury, sickness, disease or death, or to injury to or death destruction of, tangible property (other than the Work itself) including loss of any and all Persons that may be occasioned byuse resulting therefrom, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited but only to the extent of any prohibitions imposed caused in whole or in part by law, and upon the application of any such prohibition by the final judgment negligent acts or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations omissions of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which Contractor, a claimSubcontractor, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them them, or anyone for whose acts they may be liable, excluding any apportionate amount of them any claim, damage, loss, or expense which is caused by a party indemnified hereunder. Such obligations shall not be construed as to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or persons described in this paragraph. The Contractor shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom, or in connection therewith, and if any judgment shall be rendered against the Owner, its officials, agents, employees, or its Engineer, Xxxxxxx Engineering Inc., and its agents and employees, or their subcontractors in any action, the Contractor shall at his own expense satisfy and discharge the same. In any claims against any person or entity indemnified under this paragraph by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the obligations of the Tenant hereunder indemnification obligation under this paragraph shall not be limited in any way by any a limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under worker’s or workmen’s compensation acts, disability benefits acts, or other employee benefit acts. Xxxxxxx Engineering Inc. and its subcontractors are intended to be a third-party beneficiary under this Contract. The Contractor expressly understands and agrees that any performance bond or insurance policies required by this Contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Owner, its officials, agents, employees and its engineers, Xxxxxxx Engineering Inc., and its agents and employees, and Engineer’s Consultants, its agents and employees as herein provided. The Contractor further agrees, that to the extent that money is due the Contractor by virtue of this Contract, and as shall be considered necessary in the judgment of the Owner, funds may be retained by the Owner to protect itself and/or the Engineer against said loss until such claims, suits, or judgments shall have been settled or discharged and/or evidence to that effect shall have been furnished to the satisfaction of the Owner and the Engineer. The Contractor and any Subcontractor engaged in the performance of any work on this project agree to assume the entire liability for all personal injury claims suffered by its own employees, including without limitation, claims asserted by persons allegedly injured on the Project, waives any limitation of liability defense based upon the Worker’s Compensation Act, court interpretations of said Act or otherwise; and agree to indemnify and defend the Owner and the Engineer and their agents, employees, and consultants (the “Indemnitees”) from and against all such loss, expense, damage or injury, including reasonable attorneys’ fees, that the Indemnitees may sustain as a result of such claims, except to the extent that Illinois law prohibits indemnity for the Indemnitee’s own negligence.

Hold Harmless Provisions. (a) The Tenant College agrees that the Agency Issuer and its directors, the Bank and their respective members, officers, directors, employee or agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency Issuer and its directors, the Bank and their members, officers, directors, employees and agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property property on, in or about the Tenant Premises, and Facility or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in Issuer's and the subleasing Bank's financing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant College of any of its the covenants contained herein, all claims, causes of action, judgments, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of an Event of Default hereunder or under any of the exercise by other Bond Documents or an occurrence, which with the Tenant giving of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement notice or the passage of time, would ripen into an Event of Default, and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency Issuer or the Bank or their respective members, officers, directors, employees or agents are not incurred and or do not result from the gross negligence or the intentional or willful wrongdoing of the Agency Issuer or any of its the Bank or their respective members, officers, directors, membersemployees or agents, agents or employeesas the case may be. Except as otherwise provided hereinprovided, the foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, Issuer or the Bank or any of its their respective members, officers, directors, officers, employees or agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) In the event of any claim against the Issuer or the Bank or any of their officers, members, employees, servants or agents by any employee of the College or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the College hereunder shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefits payable by or for the College or such contractor under Workers' Compensation acts, disability benefits or other employee benefit acts. (c) To effectuate the provisions of this Section 4.24, the College agrees to provide for and insure, in the liability policies required in Section 4.14(c) hereof, its liabilities assumed pursuant to this Section 4.24, to the extent such liabilities are insurable. (d) Notwithstanding any other provisions of this Tenant Agency Compliance Bond Purchase Agreement, the obligations of the Tenant College pursuant to this Section 4.24 shall remain in full force and effect after the termination payment in full of this Tenant Agency Compliance Agreement the Bonds until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its Issuer and the Bank and any of their respective officers, members, directorsemployees, officersservants or agents, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and its directors, members, officers, agents (except the Company) and employees Issuer shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees Issuer harmless from and against, against any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and Facility or the Land or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing Issuer's financing, acquisition, renovation and equipping, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant Company of any the authority conferred upon it pursuant to Section 4.1(d) of this Tenant Agency Compliance Lease Agreement and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency Issuer are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency Issuer or any of its directors, members, agents or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Issuer or any of its members, directors, officers, agents or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Company pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Issuer, or its members, respective directors, officers, agents and employees employees, relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency Issuer, the Bondholder or its their respective members, directors, officers, agents or employees by any employee or contractor of the Tenant Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that the Agency and its directors, members, officers, agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency and its directors, members, officers, agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises Facility or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised PremisesFacility, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with the Agency’s participation in the subleasing of the Demised Premises Facility to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent that any such losses, damages, liabilities or expenses of the Agency are not incurred and do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing acquiring, constructing, equipping, installation, owning and leasing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Company agrees that the Agency and Agency, its directors, members, officers, agents (except the Company) and employees shall not be liable for, for and agrees to defend, indemnify, release and hold the Agency and Agency, its directorsdirector, members, officers, agents (except the Company) and employees harmless from and against, against any and all (i) liability for loss or damage to Property property or injury to or death of any and all Persons persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Phase 2B Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person under this Mortgage, or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense incurred in connection with by the Project Work or the Agency’s participation in the subleasing acquiring, owning and leasing of the Demised Premises to the TenantPhase 2B Facility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Company of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement herein and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement the Mortgage (including including, without limitation limitation, this Section)) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (except the Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, or any of its members, directors, officers, agents agents, or employees, employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) Notwithstanding any other provisions of this Tenant Agency Compliance Agreement, the obligations of the Tenant pursuant to this Section shall remain in full force and effect after the termination of this Tenant Agency Compliance Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or its members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that During the Agency Lease Term, Lessee shall, at its sole cost and expense, indemnify, defend and hold harmless the Lessor, its directorsofficials, board members, officers, agents employees and agents, against and from: (except i) any loss, damage, or expense incurred or sustained by the Company) and employees shall not be liable forLessor, and agrees to defendits officials, indemnify, release and hold the Agency and its directors, board members, officers, employees or agents and employees harmless from and against, by reason of the operation or leasing of the Campus; (ii) any and all (i) liability for loss claims, losses, damages or damage to Property expenses by or injury to or death on behalf of any person, firm or corporation, which result from any occurrence or circumstance on the Campus or any portion thereof and not resulting from a breach or default in the performance of any covenant or agreement to be performed by the Lessor under the provisions of this Lease Agreement; and (iii) all Persons that may claims, losses, liabilities, damages, costs and expenses which arise from any breach or default in the performance of any covenant or agreement on the part of the Lessee to be occasioned by, directly or indirectly, any cause whatsoever pertaining performed pursuant to the Demised Premises provisions of this Lease Agreement. The indemnity herein provided shall include all reasonable costs, counsel fees, expenses and liabilities incurred in connection with any such claim, action or to common areas or other portions proceeding brought in connection with any of the Facility to which foregoing, and in case any action or proceeding shall be brought against the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising Lessor by reason of any such claim, Lessee upon written notice from the Lessor, shall defend such action or proceeding. Any amounts paid by the Lessee pursuant to this Section 8.2(a) shall, at the Lessee's sole discretion, be considered part of the Total Project Cost. Notwithstanding any provision herein to the contrary, the Lessee shall have no obligation to indemnify the Lessor to the extent the underlying claim, loss, damage or expense arises from or in connection with the occupation Lessor's gross negligence or intentional acts or willful misconduct. (b) During the use thereof or Construction Period, Lessee shall, at its sole cost and expense, indemnify, defend and hold harmless the presence of Lessor against any Person or Property on, in or about the Tenant Premises, and (ii) liability arising from or expense costs incurred in connection with the Agency’s participation in the subleasing of the Demised Premises to the Tenant, including, without limiting the generality of the foregoing, all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement and all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise Lessor as a result of any loss, damage or expense incurred or sustained by the Lessor, its officials, board members, officers, employees or agents resulting from any action or inaction of Lessee with regard to the financing, construction and equipping of the foregoingCampus. Provided, however, that to the extent any such costs shall be considered part of the Total Project Costs, to the extent that any such losses, damages, liabilities or expenses costs exceed the Cost of the Agency are not incurred Project, Lessor and do not result from Lessee agree that the gross negligence or intentional or willful wrongdoing Lessee shall pay up to a maximum of the Agency or any eighty-nine percent (89%) of its directors, members, agents or employees. Except as otherwise provided herein, the foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, or any of its members, directors, officers, agents or employeessuch costs, and irrespective of at its option and without regard to any such payment by Lessee, Lessor shall have the breach of a statutory obligation independent right to terminate this Lease, at its sole discretion and option. Any such payments made by Lessee pursuant to this Section 8.2(b) may be considered Additional Rent or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by lawPrepaid Rent, as appropriate, and upon may be allocated over the application of any such prohibition Lease Term as determined by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effectLessee. (bc) Notwithstanding any other provisions of this Tenant Agency Compliance Lease Agreement, the obligations of the Tenant Lessee and Lessor pursuant to this Section 8.2 shall remain in full force and effect after the termination of this Tenant Agency Compliance Lease Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency Lessor or its the Lessee, or their respective members, directors, officers, agents and employees relating to the enforcement of the provisions herein specified. (c) . In the event of any claim against the Agency Lessor or its the Lessee or their respective members, directors, officers, agents or employees by any employee or contractor of the Tenant other party or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant Lessor and Lessee hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant Institution agrees that the Agency Issuer and its directors, respective members, officers, directors, employee or agents (except the Company) and employees shall not be liable for, and agrees to defend, indemnify, release and hold the Agency Issuer and its directors, members, officers, directors, employees and agents and employees harmless from and against, any and all (i) liability for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly, any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property property on, in or about the Tenant Premises, and Facility or the Mortgaged Property or (ii) liability arising from or expense incurred in connection with by the Agency’s participation in the subleasing Issuer's financing of the Demised Premises to the TenantFacility, including, including without limiting the generality of the foregoing, all claims arising from the breach by the Tenant Institution of any of its the covenants contained herein, all claims, causes of action, judgments, liabilities, losses, damages, costs and expenses (including attorneys' fees) arising out of an Event of Default hereunder or under any of the exercise by other Bond Documents or an occurrence, which with the Tenant giving of any authority conferred upon it pursuant to this Tenant Agency Compliance Agreement notice or the passage of time, would ripen into an Event of Default, and all causes of action and reasonable attorneys’ ' fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending any claims, suits or actions which may arise as a result of any of the foregoing, to the extent provided that any such losses, damages, liabilities or expenses of the Agency Issuer or its respective members, officers, directors, employees or agents are not incurred and or do not result from the gross negligence or the intentional or willful wrongdoing of the Agency Issuer or any of its respective members, officers, directors, membersemployees or agents, agents or employeesas the case may be. Except as otherwise provided hereinprovided, the foregoing indemnities shall apply notwithstanding the fault or negligence in on the part of the Agency, Issuer or any of its respective members, officers, directors, officers, employees or agents or employees, and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) In the event of any claim against the Issuer or any of its officers, members, directors, employees, servants or agents by any employee of the Institution or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Institution hereunder shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefits payable by or for the Institution or such contractor under Workers' Compensation acts, disability benefits or other employee benefit acts. (c) To effectuate the provisions of this Section 4.18, the Institution agrees to provide for and insure, in the liability policies required in Section 4.08(d) and (e) hereof, its liabilities assumed pursuant to this Section 4.18, to the extent such liabilities are insurable. (d) Notwithstanding any other provisions of this Tenant Agency Compliance Bond Purchase Agreement, the obligations of the Tenant Institution pursuant to this Section 4.18 shall remain in full force and effect after the termination payment in full of this Tenant Agency Compliance Agreement the Bonds until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses and charges incurred by the Agency or Issuer and any of its respective officers, members, directorsemployees, officersservants or agents, agents and employees relating to the enforcement of the provisions herein specified. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.

Hold Harmless Provisions. (a) The Tenant agrees that Real Estate Owner and the Operating Company hereby release the Agency and its directors, members, officers, agents (except other than the Real Estate Owner) and the Operating Company and employees from, agree that the Agency and its members, officers, agents (other than the Real Estate Owner and the Operating Company) and employees shall not be liable for, for and agrees agree to defend, indemnify, release defend and hold the Agency and its directors, members, officers, agents (other than the Real Estate Owner and the Operating Company) and employees harmless from and against, against any and all claims, causes of action, judgments, liabilities, damages, losses, costs and expenses arising as a result of the Agency’s undertaking the Project, including, but not limited to, (i1) liability for loss or damage to Property property or bodily injury to or death of any and all Persons persons that may be occasioned byoccasioned, directly or indirectly, by any cause whatsoever pertaining to the Demised Premises or to common areas or other portions of the Project Facility to which the Tenant has regular access (such areas, together with the Demised Premises, are hereinafter referred to as the “Tenant Premises”), or arising by reason of or in connection with the occupation or the use thereof or the presence of any Person person or Property property on, in or about the Tenant PremisesProject Facility, and (ii2) liability arising from or expense incurred in connection with by the Agency’s participation in acquiring, constructing, equipping, installing, owning, leasing or selling the subleasing of the Demised Premises to the TenantProject Facility, including, without limiting the generality of the foregoing, any sales or use taxes which may be payable with respect to goods supplied or services rendered with respect to the Project Facility, all liabilities or claims arising as a result of the Agency’s obligations under this Project Agreement or the enforcement of or defense of validity of any provision of this Project Agreement, (3) all claims arising from the breach by the Tenant of any of its covenants contained herein, the exercise by the Tenant Real Estate Owner and the Operating Company of any the authority conferred upon on it pursuant to this Tenant Agency Compliance Agreement Sections 4.01 and 4.02 hereof, and (4) all causes of action and reasonable attorneys’ fees (whether by reason of third party claims or by reason of the enforcement of any provision of this Tenant Agency Compliance Agreement (including without limitation this Section) or any other documents delivered by the Agency in connection with this Tenant Agency Compliance Agreement), and any other expenses incurred in defending connection with any claims, suits or actions which may arise as a result of any of the foregoing, to the extent ; provided that any such lossesclaims, causes of action, judgments, liabilities, damages, liabilities losses, costs or expenses of the Agency are not incurred and or do not result from the gross negligence or intentional or willful wrongdoing of the Agency or any of its directors, members, officers, agents (other than the Real Estate Owner and the Operating Company) or employees. Except as otherwise provided herein, the The foregoing indemnities shall apply notwithstanding the fault or negligence in part of the Agency, Agency or any of its officers, members, directors, officers, agents (other than the Real Estate Owner and the Operating Company) or employees, employees and irrespective of notwithstanding the breach of a any statutory obligation or the application of any rule of comparative or apportioned liability. The foregoing indemnities are limited only to the extent of any prohibitions imposed by law, and upon the application of any such prohibition by the final judgment or decision of a competent court of law, the remaining provisions of these indemnities shall remain in full force and effect. (b) In the event of any claim against the Agency or its members, officers, agents (other than the Real Estate Owner and the Operating Company) or employees by any employee of the Real Estate Owner or the Operating Company or any contractor of the Real Estate Owner or the Operating Company or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Real Estate Owner and the Operating Company hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Real Estate Owner or the Operating Company or such contractor under workers’ compensation laws, disability benefits laws or other employee benefit laws. (c) To effectuate the provisions of this Section 7.01, the Real Estate Owner and the Operating Company agree to provide for and insure, in the liability policies required by Section 7.02 of this Project Agreement, its respective liabilities assumed pursuant to this Section 7.01. (d) Notwithstanding any other provisions of this Tenant Agency Compliance Project Agreement, the obligations of the Tenant Real Estate Owner and the Operating Company pursuant to this Section 7.01 shall remain in full force and effect after the termination of this Tenant Agency Compliance Project Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action or prosecution relating to the matters herein described may be brought, brought and the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described and the payment of all expenses expenses, charges and charges costs incurred by the Agency Agency, or its officers, members, directorsagents (other than the Real Estate Owner and the Operating Company) or employees, officers, agents and employees relating to the enforcement of the provisions herein specifiedthereto. (c) In the event of any claim against the Agency or its members, directors, officers, agents or employees by any employee or contractor of the Tenant or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Tenant hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, disability benefits or other employee benefit acts.