Common use of Indemnification; Fees and Expenses Clause in Contracts

Indemnification; Fees and Expenses. (a) Lessee shall protect, defend (through counsel selected by Lessee and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) and indemnify Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners of any of the foregoing and the trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against and hold the Indemnified Parties harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demands, claims, obligations, suits or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party ("Indemnified Liabilities") (i) arising or alleged to arise from or in connection with the condition, use, operation, maintenance, Restoration, subletting and management of the Leased Property; (ii) relating to the Leased Property and the appurtenances thereto and the use and occupancy thereof by Lessee or anyone claiming by, through or under Lessee; or (iii) arising or alleged to arise from or in connection with any of the following events: (A) any accident, injury to, or death of, any person or any damage to or loss of property on or adjacent to the Leased Property or growing out of or directly or indirectly connected with, ownership, use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration of the Leased Property or adjoining property, sidewalks, streets or ways or resulting from the condition of any thereof; (B) any claims by third parties resulting from any violation or alleged violation by Lessee of (1) any provision of this Lease, or (2) any Legal Requirement, or (3) any sublease, rental or license agreement or other agreement relating to the Leased Property, or (4) any contract or agreement to which Lessee is a party affecting the Leased Property or the ownership, use, nonuse, occupancy, condition, operation, . possession, construction, repair or rebuilding thereof or of adjoining property, sidewalks, streets or ways; (C) any contest permitted by Article 6; (D) Lessee's failure to pay in accordance with the terms and provisions hereof, any item of Additional Rent or other sums payable by Lessee hereunder; (E) the exercise or attempted exercise by Lessee of any of its rights under this Lease; (F) any Specified Activity or any exercise (whether proper or improper) of any of Lessee's rights (including its rights as attorney-in-fact) set forth in Section 21 hereof; (G) the Leased Property, Lessee, any sublessee, any assignee or any other party claiming by, through or under Lessee not being in compliance with any applicable Environmental Law; or (H) Lessee, any sublessee, any assignee or any other party claiming by, through, or under Lessee not having obtained any Permit required to conduct its or their operations at the Leased Property that is required under any applicable Environmental Law or other Legal Requirement. Lessee shall not be liable in any case to any Indemnified Party for any Indemnified Liabilities to the extent that they result from the gross negligence or willful misconduct of such Indemnified Party. If any Indemnified Party, shall be made a party to any such litigation commenced against Lessee, and if Lessee, at its expense, shall fail to provide Lessor or Lessor's Mortgagee or its agent or other Indemnified Party with counsel reasonably approved by such party, Lessee shall pay all reasonable costs and reasonable attorney's fees and reasonable expenses incurred or paid by Lessor or Lessor's Mortgagee or its agent or other Indemnified Party in connection with such litigation. So long as no Event of Default has occurred and is continuing hereunder, Lessee shall control any such litigation and settlement discussions relating thereto. Notwithstanding anything in this Article 8, so long as (v) no Event of Default has occurred and is continuing hereunder, (w) neither Lessor nor Lessor's Mortgagee would be subject to any risk of criminal or material civil liability, (x) there is no risk of Lessor losing the Leased Property or Lessor's Mortgagee losing the priority of its Lien, (y) no Credit Rating Downgrade exists, and (z) the residual value insurance policy applicable to the Leased Property will not be cancelled or reduced in amount as a result thereof, Lessor will not agree to any settlement of any claim covered by this Article 8 without Lessee's prior written consent.

Indemnification; Fees and Expenses. (a) Lessee shall pay, and shall protect, defend (through counsel selected by Lessee and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) and indemnify Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners of any of the foregoing and the trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an "Indemnified Party" and collectively, the "Indemnified Parties"), from and Party against and hold the each Indemnified Parties Party harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demandscosts (but excluding general administrative costs of such Indemnified Party unrelated to the claim of indemnity hereunder), expenses (including reasonable attorneys' fees and expenses), claims, obligations, suits demands or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or judgments of any nature whatsoever (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling imposed upon or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party to the extent ("Indemnified Liabilities") (ia) arising or alleged to arise from or in connection with or relating to the Overall Transaction or during the Term of this Lease, the condition, use, operation, maintenance, Restoration, subletting and management of the Leased any Property; , (iib) arising from or in connection with or relating to the Leased Property and the appurtenances thereto and the use and occupancy thereof of any Property by Lessee or anyone claiming by, through or under Lessee; Lessee as Lessee hereunder or (iiic) arising or alleged to arise from or in connection with any of the following eventswhich occurred during the Term of this Lease: (Ai) any accident, injury to, or the death of, any person or any damage to or loss of property on or adjacent to the Leased any Property or growing out of or directly or indirectly connected with, the ownership, use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration rebuilding of the Leased any Property or adjoining property, sidewalks, streets or ways or resulting from the condition of any thereof; , (Bii) any liability actually incurred by the Indemnified Party seeking indemnification hereunder arising from claims by third parties resulting from any violation or alleged violation by Lessee of (1A) any provision of this Lease, or (2B) any Legal RequirementRequirement affecting any Property, or (3C) any sublease, rental or license agreement provision of any lease (other than this Lease) or other agreement relating to any Property as of the Leased Propertydate hereof or hereafter in effect to which Lessee is a party or by which Lessee is bound, or (4D) any contract or agreement to which Lessee is a party party, or any restriction, law, ordinance or regulation, affecting the Leased any Property or the ownership, use, nonuse, occupancy, condition, operation, . possession, construction, repair or rebuilding thereof or of adjoining property, sidewalks, streets or ways; (Ciii) any contest permitted by paragraph (d) of Article 6; and (Div) Lessee's failure to pay in accordance with any violation or alleged violation by Lessee of any of the terms and provisions hereof; provided, however, that any item of Additional Rent or other sums payable by Lessee hereunder; (E) the exercise or attempted exercise by Lessee of any of its rights under such indemnity and hold harmless provided for in this Lease; (F) any Specified Activity or any exercise (whether proper or improper) of any of Lessee's rights (including its rights Article 8 shall not, as attorney-in-fact) set forth in Section 21 hereof; (G) the Leased Property, Lessee, any sublessee, any assignee or any other party claiming by, through or under Lessee not being in compliance with any applicable Environmental Law; or (H) Lessee, any sublessee, any assignee or any other party claiming by, through, or under Lessee not having obtained any Permit required to conduct its or their operations at the Leased Property that is required under any applicable Environmental Law or other Legal Requirement. Lessee shall not be liable in any case to any Indemnified Party for any Indemnified Liabilities Party, be available (A) to the extent but only to the extent that they result any such losses, claims, damages, liabilities, costs, demands or judgments or related expenses resulted from (x) the gross negligence or willful misconduct of such Indemnified Party. If any Indemnified Party, shall be made a party to any such litigation commenced against Lessee, and if Lessee, at its expense, shall fail to provide Lessor or Lessor's Mortgagee or its agent or other Indemnified Party with counsel reasonably approved by such party, Lessee shall pay all reasonable costs and reasonable attorney's fees and reasonable expenses incurred or paid by Lessor or Lessor's Mortgagee or its agent or other Indemnified Party in connection with such litigation. So long as no Event of Default has occurred and is continuing hereunder, Lessee shall control any such litigation and settlement discussions relating thereto. Notwithstanding anything in this Article 8, so long as (v) no Event of Default has occurred and is continuing hereunder, (w) neither Lessor nor Lessor's Mortgagee would be subject to any risk of criminal or material civil liability, (x) there is no risk of Lessor losing the Leased Property or Lessor's Mortgagee losing the priority of its Lienof, (y) no Credit Rating Downgrade existsa material breach of a covenant by, and or (z) the residual value insurance policy applicable a material misrepresentation by, in each case, such Indemnified Party; (B) with respect to the Leased Property will not be cancelled Lessor Liens; or reduced in amount as a result thereof, Lessor will not agree to any settlement of any claim covered by this Article 8 without Lessee's prior written consent.(C)

Indemnification; Fees and Expenses. (a) Lessee Tenant shall pay, and shall protect, defend (through counsel selected by Lessee defend, indemnify and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) hold Landlord and indemnify Lessor, LessorLandlord's Mortgagee, each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners of any of the foregoing and the trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an "Indemnified Party" and collectively, the "Indemnified Parties"), mortgagee harmless from and against and hold the Indemnified Parties harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demandscosts, expenses (including reasonable attorneys' fees and expenses), claims, obligations, suits demands or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or judgments of any nature whatsoever (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party ("Indemnified Liabilities") (i) arising or alleged to arise from or in connection with the condition, use, operation, maintenance, Restoration, subletting and management of the Leased Property; (ii) relating to the Leased Property and the appurtenances thereto and the use and occupancy thereof by Lessee or anyone claiming by, through or under Lessee; or (iii) arising or alleged to arise from or in connection with any of the following events: (Ai) any accident, injury to, or the death of, any person or any damage to or loss of property on or adjacent to the Leased Property or growing out of or directly or indirectly connected with, or alleged to grow out of or be directly or indirectly connected with, the ownership, use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration rebuilding of the Leased Property or adjoining property, sidewalksor resulting, streets or ways or resulting alleged to result, from the condition of any thereof, other than any injury, death, damage or loss arising out of Landlord's willful misconduct or gross negligence; (Bii) violation, or alleged violation, by Tenant of any claims by third parties resulting from any provision of this Lease whether or not such violation or alleged violation by Lessee results in a violation of (1) any provision of this Leaseany mortgage affecting Landlord's interest in the Leased Property, or (2) of any Legal Requirementlaw, rule, regulation, ordinance or restriction as of the date hereof or hereafter in effect and affecting the Leased Property, or (3) of any sublease, rental or license agreement lease or other agreement relating to the Leased Property, Property as of the date hereof or (4) any contract or agreement hereafter in effect to which Lessee Tenant is a party or by which Tenant is bound, or of any agreement of which Tenant has actual or constructive notice as of the date hereof, and which is in effect as of the date hereof, affecting the Leased Property or the ownership, use, nonuse, occupancy, condition, operation, . possession, construction, repair or rebuilding thereof or of adjoining property, sidewalks, streets or ways; (Ciii) any tax (other than income taxes), assessment, charge or levy assessed against Landlord or Landlord's mortgagee relating to the Leased Property; (iv) any contest permitted by paragraph (d) of Article 6; or (Dv) LesseeTenant's failure to pay any Additional Rent or purchase price for the Leased Property pursuant to any provision hereof or liquidated damages pursuant to paragraph (c) of Article 22 hereof in accordance with the terms and provisions hereof, any item of Additional Rent or other sums payable by Lessee hereunder; (E) the exercise or attempted exercise by Lessee of any of its rights under this Lease; (F) any Specified Activity or any exercise (whether proper or improper) of any of Lessee's rights (including its rights as attorney-in-fact) set forth in Section 21 hereof; (G) the Leased Property, Lessee, any sublessee, any assignee or any other party claiming by, through or under Lessee not being in compliance with any applicable Environmental Law; or (H) Lessee, any sublessee, any assignee or any other party claiming by, through, or under Lessee not having obtained any Permit required to conduct its or their operations at the Leased Property that is required under any applicable Environmental Law or other Legal Requirement. Lessee shall not be liable in any case to any Indemnified Party for any Indemnified Liabilities to the extent that they result from the gross negligence or willful misconduct of such Indemnified Party. If any Indemnified Party, shall be made a party to any such litigation commenced against Lessee, and if Lessee, at its expense, shall fail to provide Lessor or Lessor's Mortgagee or its agent or other Indemnified Party with counsel reasonably approved by such party, Lessee shall pay all reasonable costs and reasonable attorney's fees and reasonable expenses incurred or paid by Lessor or Lessor's Mortgagee or its agent or other Indemnified Party in connection with such litigation. So long as no Event of Default has occurred and is continuing hereunder, Lessee shall control any such litigation and settlement discussions relating thereto. Notwithstanding anything in this Article 8, so long as (v) no Event of Default has occurred and is continuing hereunder, (w) neither Lessor nor Lessor's Mortgagee would be subject to any risk of criminal or material civil liability, (x) there is no risk of Lessor losing the Leased Property or Lessor's Mortgagee losing the priority of its Lien, (y) no Credit Rating Downgrade exists, and (z) the residual value insurance policy applicable to the Leased Property will not be cancelled or reduced in amount as a result thereof, Lessor will not agree to any settlement of any claim covered by this Article 8 without Lessee's prior written consent.

Indemnification; Fees and Expenses. (a) Lessee shall pay, and shall ---------------------------------- protect, defend (through counsel selected by Lessee and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) and indemnify Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners of any of the foregoing and the trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an "Indemnified Party" and collectively, the "Indemnified Parties"), from and Party against and hold the each Indemnified Parties Party harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demandscosts, expenses (including reasonable attorneys' fees and expenses), claims, obligations, suits demands or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or judgments of any nature whatsoever to the extent (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party ("Indemnified Liabilities") (ia) arising or alleged to arise from or in connection with the condition, use, operation, maintenance, Restoration, subletting and management of the any Leased Property; , (iib) relating to the any Leased Property and the appurtenances thereto and the use and occupancy thereof by Lessee or anyone claiming by, through or under Lessee; Lessee or (iiic) arising or alleged to arise from or in connection with any of the following events: (Ai) any accident, injury to, or the death of, any person or any damage to or loss of property on or adjacent to the any Leased Property or growing out of or directly or indirectly connected with, or alleged to grow out of or be directly or indirectly connected with, the ownership, use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration rebuilding of the any Leased Property or adjoining property, sidewalks, streets or ways or resulting resulting, or alleged to result, from the condition of any thereof, other than and only to the extent of any injury, death, damage or loss arising solely out of such Indemnified Party's gross negligence or willful misconduct provided, however, such exception shall not apply in respect of Lessor or any liability which is imputed to Lessor or any assignee solely by reason of its interest in any Leased Property under this Lease; (Bii) any claims by third parties to the extent resulting from any violation or alleged violation by Lessee of (1A) any provision of this Lease, or (2B) any Legal RequirementRequirement affecting any Leased Property, or (3C) any sublease, rental or license agreement lease (other than this Lease) or other agreement relating to any Leased Property as of the Leased Propertydate hereof or hereafter in effect to which Lessee is a party or by which Lessee is bound, or (4D) any contract or agreement to which Lessee is a party party, or any restriction, law, ordinance or regulation, affecting the any Leased Property or the ownership, use, nonuse, occupancy, condition, operation, . possession, construction, repair or rebuilding thereof or of adjoining property, sidewalks, streets or ways; (Ciii) any contest permitted by paragraph (d) of Article 6; or (Div) Lessee's failure to pay in accordance with the terms and provisions hereof, hereof any item of Additional Rent or other sums payable by Lessee hereunder; hereunder or (Ed) which may be imposed upon, incurred by or asserted against any Indemnified Party in any way relating to or arising out of (i) this Lease or the exercise or attempted exercise by Lessee enforcement of any of its rights under this Lease; the terms hereof and thereof (Fother than by Lessee), including, without limitation, relating to amendments, supplements, adjustments, waivers, consents, releases, substitutions, terminations and refinancings or (ii) any Specified Activity the acquisition or any exercise (whether proper or improper) ownership of any of Lessee's rights (including its rights as attorney-in-fact) the Beneficial Interests by Beneficiary including, without limitation, fees, expenses, taxes set forth in Section 21 hereof; the Sale and Assignment Agreement (GBI Interests) or the Leased Property, Lessee, any sublessee, any assignee or any other party claiming by, through or under Lessee not being failure to so acquire such Beneficial Interests as set forth in compliance with any applicable Environmental Law; or (H) Lessee, any sublessee, any assignee or any other party claiming by, through, or under Lessee not having obtained any Permit required to conduct its or their operations at the Leased Property that is required under any applicable Environmental Law or other Legal Requirementsuch Agreement. Lessee shall not be liable in any case to any Indemnified Party for any Indemnified Liabilities liabilities, obligations, claims, damages, penalties, causes of action, costs or expenses to the extent that they result solely from the gross negligence or willful misconduct of such Indemnified Party; provided that the exclusion with respect to gross negligence and willful misconduct in this sentence shall not apply to ordinary negligence, as to which Lessee shall indemnify each Indemnified Party pursuant to this Article 8. The foregoing shall not be construed to give rise to any third party beneficiary rights with respect to any Person who is not an Indemnified Party. If any Indemnified Party, Party shall be made a party to any such litigation commenced against Lessee, and if Lessee, at its expense, shall fail to provide Lessor or Lessor's Mortgagee such Indemnified Party or its agent or other Indemnified Party with counsel reasonably approved by such partyIndemnified Party, as applicable, which approval shall not be unreasonably withheld, Lessee shall pay all reasonable costs and reasonable attorney's fees and reasonable expenses incurred or paid by Lessor or Lessor's Mortgagee or its agent or other such Indemnified Party in connection with such litigation. So long as no Event of Default has occurred and is continuing hereunder, Lessee shall control any such litigation and settlement discussions relating thereto. Notwithstanding anything Nothing in this Article 88 is meant to limit or otherwise impair the indemnification set forth in Article 9. To the extent legally permissible, so long the Indemnified Parties consent to being represented by the same counsel as (v) no Event of Default has occurred Lessee in such action; provided, however, that any Indemnified Party may be represented by separate counsel selected by such Indemnified Party and reasonably acceptable to Lessee, at Lessee's expense if, in such Indemnified Party's reasonable judgment, separate counsel is continuing hereunder, (w) neither Lessor nor Lessornecessary to protect such Indemnified Party's Mortgagee would be subject to any risk of criminal or material civil liability, (x) there is no risk of Lessor losing the Leased Property or Lessor's Mortgagee losing the priority of its Lien, (y) no Credit Rating Downgrade exists, and (z) the residual value insurance policy applicable to the Leased Property will not be cancelled or reduced interest. The indemnity contained in amount as a result thereof, Lessor will not agree to any settlement of any claim covered by this Article 8 without Lessee's prior written consentshall continue in full force and effect notwithstanding the expiration or earlier termination of this Lease and are expressly made for the benefit of, and shall be enforceable by, Lessor and each other Indemnified Party.

Indemnification; Fees and Expenses. (a) Lessee Tenant shall pay, and shall protect, defend (through counsel selected by Lessee defend, indemnify on an after-tax basis and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) and indemnify Lessor, Lessor's Mortgagee, hold each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners of any of the foregoing and the trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an "Indemnified Party" and collectively, the "Indemnified Parties"), Indemnitee harmless from and against and hold the Indemnified Parties harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demandscosts, expenses (including reasonable attorneys’ fees and expenses) actually incurred, claims, obligations, suits demands or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or judgments of any nature whatsoever (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party ("Indemnified Liabilities") (i) arising or alleged to arise from or in connection with the condition, use, operation, maintenance, Restoration, subletting and management following events to the extent such events arise or accrue prior to or with respect to the Term of this Lease (whether or not the same shall become payable during the Term of this Lease or thereafter): (i) the Leased Property; (ii) relating to the Leased Property and the appurtenances thereto and the use and occupancy thereof by Lessee or anyone claiming by, through or under Lessee; or (iii) arising or alleged to arise from or in connection with including any of the following events: (A) any accident, injury injury-to, or the death of, any person or any damage to or loss of property on or adjacent to property, (ii) the ownership of the Leased Property or growing out of or directly or indirectly connected withby Landlord, ownership, (iii) the use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration rebuilding of the Leased Property (or adjoining property, sidewalksto the extent that any loss or damage to adjoining property arises from or out of the Leased Property), streets or ways or resulting from (iv) the condition of any thereof; the Leased Property, (Bv) any claims by third parties resulting from any violation or alleged this Lease, including violation by Lessee Tenant of (1) any provision of this Lease, or of any law, rule, regulation, ordinance or restriction, now or hereafter in effect and affecting the Leased Property, (2vi) any Legal Requirement, or (3) any sublease, rental or license agreement lease or other agreement relating to the Leased Property, Property now or (4) any contract or agreement hereafter in effect to which Lessee Tenant is a party or by which Tenant is bound, (vii) any agreement of which Tenant now has actual or constructive notice and which is now in effect, affecting the Leased Property property or the ownershipownership thereof by Landlord, or the use, nonuse, occupancy, condition, operation, . possession, construction, repair or rebuilding thereof or of adjoining property, sidewalks, streets or ways; (C) any contest permitted by Article 6; (D) Lessee's failure to pay in accordance with the terms and provisions hereof, any item of Additional Rent or other sums payable by Lessee hereunder; (E) the exercise or attempted exercise by Lessee of any of its rights under this Lease; (F) any Specified Activity or any exercise (whether proper or improper) of any of Lessee's rights (including its rights as attorney-in-fact) set forth in Section 21 hereof; (G) the Leased Property, Lesseeand (viii) the incorrectness or breach of any representation or warranty of Tenant in this Lease or in the Agreement of Purchase and Sale, other than any sublesseeinjury, any assignee death, damage or any other party claiming by, through loss arising out of such Indemnitee’s willful misconduct or under Lessee not being in compliance with any applicable Environmental Law; or (H) Lessee, any sublessee, any assignee or any other party claiming by, through, or under Lessee not having obtained any Permit required to conduct its or their operations at the Leased Property that is required under any applicable Environmental Law or other Legal Requirement. Lessee shall not be liable in any case to any Indemnified Party for any Indemnified Liabilities to the extent that they result from the gross negligence or willful misconduct that of such Indemnified Party. If any Indemnified PartyIndemnitee’s employees, shall be made a party to any such litigation commenced against Lessee, and if Lessee, at its expense, shall fail to provide Lessor agents or Lessor's Mortgagee or its agent or other Indemnified Party with counsel reasonably approved by such party, Lessee shall pay all reasonable costs and reasonable attorney's fees and reasonable expenses incurred or paid by Lessor or Lessor's Mortgagee or its agent or other Indemnified Party in connection with such litigation. So long as no Event of Default has occurred and is continuing hereunder, Lessee shall control any such litigation and settlement discussions relating thereto. Notwithstanding anything in this Article 8, so long as (v) no Event of Default has occurred and is continuing hereunder, (w) neither Lessor nor Lessor's Mortgagee would be subject to any risk of criminal or material civil liability, (x) there is no risk of Lessor losing the Leased Property or Lessor's Mortgagee losing the priority of its Lien, (y) no Credit Rating Downgrade exists, and (z) the residual value insurance policy applicable to the Leased Property will not be cancelled or reduced in amount as a result thereof, Lessor will not agree to any settlement of any claim covered by this Article 8 without Lessee's prior written consentcontractors.

Indemnification; Fees and Expenses. (a) Lessee shall protect, defend (through counsel selected by Lessee and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) and indemnify Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, their respective successors and assignsassigns of either, the beneficial owners of any of the foregoing and the trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, Mortgagee or any such successor or assign or beneficial owner (each an "Indemnified Party" Party and collectively, the "Indemnified Parties"), from and against and hold the Indemnified Parties harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demandscosts, expenses (including reasonable attorneys' fees and expenses), claims, obligations, suits demands or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or judgments of any nature whatsoever (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party ("Indemnified Liabilities") (ia) arising or alleged to arise from or in connection with the condition, use, operation, maintenance, Restoration, subletting and management of the Leased Property; , (iib) relating to the Leased Property and the appurtenances thereto and the use and occupancy thereof by Lessee or anyone claiming by, through or under Lessee; Lessee or (iiic) arising or alleged to arise from or in connection with any of the following events: (Ai) any accident, injury to, or death of, any person or any damage to or loss of property on or adjacent to the Leased Property or growing out of or directly or indirectly connected with, ownership, use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration rebuilding of the Leased Property or adjoining property, sidewalks, streets or ways or resulting resulting, from the condition of any thereof; (Bii) any claims by third parties resulting from any violation or alleged violation by Lessee of (1A) any provision of this Lease, or (2B) any Legal Requirement, or (3C) any sublease, rental other lease or license agreement or other agreement relating to the Leased Property, or (4D) any contract or agreement to which Lessee is a party or any restriction, law, ordinance or regulation, affecting the Leased Property or the ownership, use, nonuse, occupancy, condition, operation, . possession, construction, repair or rebuilding thereof or of adjoining property, sidewalks, streets or ways; (Ciii) any contest permitted by Article 6; or (Div) Lessee's failure to pay in accordance with the terms and provisions hereof, hereof any item of Additional Rent or other sums payable by Lessee hereunder; (E) the exercise or attempted exercise by Lessee of any of its rights under this Lease; (F) any Specified Activity or any exercise (whether proper or improper) of any of Lessee's rights (including its rights as attorney-in-fact) set forth in Section 21 hereof; (G) the Leased Property, Lessee, any sublessee, any assignee or any other party claiming by, through or under Lessee not being in compliance with any applicable Environmental Law; or (H) Lessee, any sublessee, any assignee or any other party claiming by, through, or under Lessee not having obtained any Permit required to conduct its or their operations at the Leased Property that is required under any applicable Environmental Law or other Legal Requirement. Lessee shall not be liable in any case to any Indemnified Party for any Indemnified Liabilities liabilities, obligations, claims, damages, penalties, causes of action, costs or expenses to the extent that they result from the gross negligence or willful misconduct of such Indemnified Party. If Lessor, Lessor's Mortgagee, or any agent of Lessor or Lessor's Mortgagee, or any other Indemnified Party, shall be made a party to any such litigation commenced against Lessee, and if Lessee, at its expense, shall fail to provide Lessor or Lessor's Mortgagee or its agent or other Indemnified Party with counsel reasonably approved by acceptable to such party, Lessee shall pay all reasonable costs and reasonable attorney's fees and reasonable expenses incurred or paid by Lessor or Lessor's Mortgagee or its agent or other Indemnified Party in connection with such litigation. So long as no Event of Default has occurred and is continuing hereunder, Lessee shall control any such litigation and settlement discussions relating thereto. Notwithstanding anything in this Article 8, so long as (v) no Event of Default has occurred and is continuing hereunder, (w) neither Lessor nor Lessor's Mortgagee would be subject to any risk of criminal or material civil liability, (x) there is no risk of Lessor losing the Leased Property or Lessor's Mortgagee losing the priority of its Lien, (y) no Credit Rating Downgrade exists, and (z) the residual value insurance policy applicable to the Leased Property will not be cancelled or reduced in amount as a result thereof, Lessor will not agree to any settlement of any claim covered by this Article 8 without Lessee's prior written consent.

Indemnification; Fees and Expenses. (a) Lessee shall pay, and shall protect, defend (through counsel selected by Lessee and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) and indemnify Lessor, Lessor's MortgageeBank, Beneficiary, Fleet and their successors in interest, and each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners all of any of the foregoing and the trustees, beneficiaries, partners, such parties' shareholders, officers, directors, employees, attorneys and agents or employees and any holder of Lessorany beneficial interest in any of them but only in their capacity as such (each, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an "Indemnified Party" Party and collectively, the "Indemnified Parties"), from and ) against and hold the each Indemnified Parties Party harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demandscosts, expenses (including reasonable attorneys' fees and expenses), claims, obligations, suits demands or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or judgments of any nature whatsoever (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling imposed upon or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party to the extent ("Indemnified Liabilities") (ia) arising or alleged to arise from or in connection with or relating to the condition, use, operation, maintenance, Restoration, subletting and management of the Leased Property; Property during the Indemnification Period, (iib) arising from or in connection with or relating to the Leased Property and the appurtenances thereto and the use and occupancy thereof of the Leased Property by Lessee during the Indemnification Period or anyone claiming by, through or under Lessee; Lessee as Lessee hereunder or (iiic) arising or alleged to arise from or in connection with any of the following eventsfollowing: (Ai) any accident, injury to, or the death of, any person or any damage to or loss of property on or adjacent to the Leased Property or growing out of or directly or indirectly connected with, the ownership, use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration rebuilding of the Leased Property or adjoining propertyproperty (to the extent arising from or related to the Leased Property or the transactions contemplated by this Lease), or adjoining sidewalks, streets or ways (to the extent arising from or related to the Leased Property or the transactions contemplated by this Lease) or resulting from the condition of any thereof; , (Bii) any liability actually incurred by the Indemnified Party seeking indemnification hereunder arising from claims by third parties resulting from any violation or alleged violation by Lessee of (1A) any provision of this Lease, or (2B) any Legal RequirementRequirement affecting the Leased Property, or (3C) any sublease, rental or license agreement provision of any lease (other than this Lease) or other agreement relating to the Leased PropertyProperty as of the date hereof or hereafter in effect to which Lessee is a party or by which Lessee is bound, or (4D) any contract or agreement to which Lessee is a party party, or any restriction affecting the Leased Property or the ownership, use, nonuse, occupancy, condition, operation, . possession, construction, repair or rebuilding thereof or of adjoining property, sidewalks, streets or waysways (to the extent arising from or related to the Leased Property or the transactions contemplated by this Lease); (Ciii) any contest permitted by paragraph (d) of Article 6; and (Div) Lessee's failure to pay in accordance with any violation or alleged violation by Lessee of any of the terms and provisions hereof; PROVIDED, HOWEVER, that any item of Additional Rent or other sums payable by Lessee hereunder; (E) the exercise or attempted exercise by Lessee of any of its rights under such indemnity provided for in this Lease; (F) any Specified Activity or any exercise (whether proper or improper) of any of Lessee's rights (including its rights Article 8 shall not, as attorney-in-fact) set forth in Section 21 hereof; (G) the Leased Property, Lessee, any sublessee, any assignee or any other party claiming by, through or under Lessee not being in compliance with any applicable Environmental Law; or (H) Lessee, any sublessee, any assignee or any other party claiming by, through, or under Lessee not having obtained any Permit required to conduct its or their operations at the Leased Property that is required under any applicable Environmental Law or other Legal Requirement. Lessee shall not be liable in any case to any Indemnified Party for any Indemnified Liabilities Party, be available to the extent but only to the extent that they result any such losses, claims, damages, liabilities, costs, demands or judgments or related expenses resulted from the gross negligence or willful misconduct of such Indemnified Party. The foregoing shall not give rise to any third party beneficiary rights with respect to any Person who is not an Indemnified Party. If any Indemnified Party, Party shall be made a party to any such litigation commenced against Lessee, and if Lessee, at its expense, shall fail to provide Lessor or Lessor's Mortgagee or its agent or other such Indemnified Party with counsel reasonably approved by such partyIndemnified Party, which approval shall not be unreasonably withheld, Lessee shall pay all reasonable costs and reasonable attorney's fees and reasonable expenses incurred or paid by Lessor or Lessor's Mortgagee such Indemnified Party or its agent or other Indemnified Party in connection with such litigation. So long Nothing in this Article 8 is meant to limit or otherwise impair the indemnification set forth in Article 9. To the extent legally permissible, such Indemnified Party consents to being represented by the same counsel as no Event Lessee in such action; provided, however, that such Indemnified Party may be represented by separate counsel selected by Lessor and reasonably acceptable to Lessee, at Lessee's expense if, in such Indemnified Party's reasonable judgment, separate counsel is necessary to protect such Indemnified Party's interest because of Default has occurred differing interests of such Indemnified Party and is continuing hereunder, Lessee shall control any such litigation and settlement discussions relating theretoLessee. Notwithstanding anything to the contrary contained in this Article 8, so long as (v) no Event of Default has occurred and is continuing hereunder, (w) neither Lessor nor Lessor's Mortgagee would be Indemnified Party shall enter into any settlement or other compromise with respect to any Claim subject to indemnification under this Article 8 (other than a Claim involving any risk of the imposition of criminal liability on such Indemnified Party) without the prior written consent of Lessee, which consent shall not be unreasonably withheld or material civil liabilitydelayed; PROVIDED, HOWEVER, Lessee may not withhold its consent (xand otherwise shall be deemed to consent) there is no to such settlement or other compromise unless (i) Lessee shall have first acknowledged in writing its obligation to fully indemnify such Indemnified Party in respect of such Claim and (ii) if, in the reasonable opinion of such Indemnified Party, such Claim involves any risk of Lessor losing significant civil liability on such Indemnified Party or will involve a material risk of the sale, forfeiture or loss of, or the creation of any lien (other than a Permitted Encumbrance) on the Leased Property or Lessor's Mortgagee losing the priority of its Lienany part thereof, (y) no Credit Rating Downgrade exists, and (z) the residual value insurance policy applicable Lessee shall have posted a bond or other security satisfactory to the relevant Indemnified Party in respect to such risk. In the event of the termination of this Lease as herein provided or Lessee's abandonment of the Leased Property will not be cancelled Property, subject to Section 13 (g) hereof, the obligations and liabilities of Lessee with respect to each Indemnified Party, actual or reduced in amount as a result thereofcontingent, Lessor will not agree to any settlement of any claim covered by under this Article 8 without Lessee's prior written consentand to the extent attributable to the Indemnification Period, shall survive such termination or abandonment.