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.

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.

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.applicable Environmental Law,

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.,

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.

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 directorsagents and employees, membersXxxxxxx Engineering Inc., officersand its agents and employees, and the Engineer’s Consultants and their respective agents and employees, herein referred to as Indemnitees, from and against any and all claims for 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 resulting from the performance of the Work under this Contract, provided that such claim, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of, tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, excluding any apportionate amount of 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 indemnification obligation under this paragraph shall not be limited by 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 harmless 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 againstagainst all such loss, any and all (i) liability for loss expense, damage or damage to Property or injury to or death of any and all Persons that may be occasioned byinjury, 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 including reasonable attorneys’ fees (whether by reason of third party claims or by reason of fees, that 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 Indemnitees may arise sustain as a result of any of the foregoingsuch claims, except to the extent that any such losses, damages, liabilities or expenses of Illinois law prohibits indemnity for 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 effectIndemnitee’s own negligence.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 misconduct of such Indemnified Party, as 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 effectcase may be.

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.

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 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 Lessor's gross negligence or intentional acts 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 effectmisconduct.

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 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 AgencyLessor’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 acts 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 effectmisconduct.

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.

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.

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.

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.

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.

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).