Common use of Indemnification of Landlord Clause in Contracts

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant's control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant Governmental Agencies relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant's obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any Any such claim, action or proceeding asserted or instituted against Landlord (covered under this indemnity shall be defended by counsel selected by Tenant and shall not be responsible for any duplicative attorneys’ fees incurred reasonably acceptable to Landlord, at Tenant's expense. Notwithstanding the foregoing, indemnification with respect to Hazardous Substances is governed by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)Section 4.3. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the expiration or any early termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.3.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to the any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property from and after the Commencement Date. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s the gross negligence or willful misconductmisconduct of Landlord or any Person acting on Landlord’s behalf, and provided that Tenant shall have the right to control the defense of any such claim: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings), or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.2.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementAgreement and/or (e) any of the assets owned or businesses conducted by Tenant or Person Controlling, Controlled by or under common Control with Tenant, whenever arising. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with LandlordXxxxxxxx’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the date hereof. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconduct) by reason of: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights right of way, including, without limitation, any claims of malpractice; (bii) any past, present or future use, misuse, non-use, non-compliance, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities Governmental Agencies or other third parties (other than Condemnation proceedings) to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, non-compliance, condition, management, maintenance, or repair thereof including, failure to perform obligations thereof; (other than Condemnation proceedings) to which Landlord is made a party, (ciii) any Impositions that (which are the obligations obligation of Tenant to pay pursuant to the applicable provisions of this Agreement, Lease) and (div) any failure on or inability to obtain the part insurance coverage required hereunder. Tenant shall pay all amounts payable under this Paragraph 18(f) within ten (10) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of Tenant or anyone claiming under Tenant determination to perform or comply with any the date of the terms of this Agreementpayment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 Paragraph 18(f) are in addition to the obligations set forth in Section 4.4 Paragraph 19(c) and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the followingany failure by Tenant or any Person claiming by, except to the extent caused by Landlord’s gross negligence through or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by under Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the gross negligence or willful misconduct of Landlord or any other Indemnitee. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations incurred by Landlord and arising from a failure of Tenant under strictly to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate. Tenant's obligations pursuant to the obligations terms of this Section 4.3.2 are subject to Tenant's right to use the Reserve for the purposes set forth in Section 4.4 and shall survive the termination of this Agreement5.1.2(a)(v).

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectdefend, indemnify and save and hold Landlord harmless Landlord for, from and against any and all liabilities, obligations, claimslosses, damages, injunctions, suits, actions, fines, penalties, causes of actionclaims, demands, costs and reasonable expenses (includingof every kind or nature, without limitation, including reasonable attorneys’ fees)' fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Agreement, on Tenant's part to be performed including but not limited to the maximum extent permitted by lawpayment of any fee, imposed cost or expense which Tenant is obligated to pay and discharge hereunder, (b) any accident, injury or damage which shall happen at, in or upon the Leased Property, however occurring; (c) any matter or incurred by or asserted against Landlord by reason thing growing out of the followingcondition, except occupation, maintenance, alteration, repair, use or operation by any person of the Leased Property, or any part thereof, or the operation of the business contemplated by this Agreement to be conducted thereon, thereat, therein, or therefrom; (d) any failure of Tenant to comply with the extent caused Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof, arising on or after the date Tenant takes possession of the Leased Property and occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances, whether by Tenant or by any agent or invitee of Tenant; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or by any agent of Tenant; or (g) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, provided, however, Tenant shall not be liable for or be obligated to indemnify Landlord from and against any damages resulting from Landlord’s 's gross negligence or willful misconduct: (a) any accident. THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD'S OWN NEGLIGENCE, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by UNLESS SPECIFICALLY OTHERWISE PROVIDED. Tenant, any Manager or anyone claiming 's indemnity obligations under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant this Article and elsewhere in this Agreement arising prior to the applicable provisions termination or permitted assignment of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, Agreement shall contest, resist and defend survive any such claim, action termination or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementassignment.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant's control, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, and (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement; provided, and (d) however, that Tenant's obligations hereunder shall not apply to any failure on liability, obligation, claim, damage, penalty, cause of action, cost or expense to the part extent the same arises from any negligence or willful misconduct of Tenant Landlord, its employees, agents or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.7 for any incremental increase in costs or conditioned)expenses resulting therefrom. The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectdefend, indemnify and save and hold Landlord harmless Landlord for, from and against any and all liabilities, obligations, claimslosses, damages, injunctions, suits, actions, fines, penalties, causes of actionclaims, demands, costs and reasonable expenses (includingof every kind or nature, without limitation, including reasonable attorneys’ fees)' fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Agreement, on Tenant's part to be performed including but not limited to the maximum extent permitted by lawpayment of any fee, imposed cost or expense which Tenant is obligated to pay and discharge hereunder, (b) any accident, injury or damage which shall happen at, in or upon the Leased Property, however occurring; (c) any matter or incurred by or asserted against Landlord by reason thing growing out of the followingcondition, except occupation, maintenance, alteration, repair, use or operation by any person of the Leased Property, or any part thereof, or the operation of the business contemplated by this Agreement to be conducted thereon, thereat, therein, or therefrom; (d) any failure of Tenant to comply with the extent caused Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof, arising on or after the date Tenant takes possession of the Leased Property and occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances, whether by Tenant or by any agent or invitee of Tenant; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or by any agent of Tenant; (g) any fines, penalties, or refunds due and payable to Medicare or Medicaid arising out of the operation of the Leased Property by Tenant; or (h) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, provided, however, Tenant shall not be liable for or be obligated to indemnify Landlord from and against any damages resulting from Landlord’s 's gross negligence or willful misconduct: (a) any accident. THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD'S OWN NEGLIGENCE, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by UNLESS SPECIFICALLY OTHERWISE PROVIDED. Tenant, any Manager or anyone claiming 's indemnity obligations under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant this Article and elsewhere in this Agreement arising prior to the applicable provisions termination or permitted assignment of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, Agreement shall contest, resist and defend survive any such claim, action termination or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementassignment.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconductmisconduct after the Commencement Date) by reason of: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof of the Leased Properties or adjoining sidewalks or rights right of way, including, without limitation, any claims of malpractice; (bii) any past, present or future use, misuse, non-use, non-compliance, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under Tenant of any of them the Leased Properties or Tenant’s the Related Personal Property or any litigation, proceeding or claim by governmental entities Government Agencies or other third parties (other than Condemnation proceedings) to which Landlord is made a party or participant relating to any Property of the Leased Properties or portion thereof or Tenant’s the Related Personal Property or such use, misuse, non-use, non-compliance, condition, management, maintenance, or repair thereof including, failure to perform obligations thereof; (other than Condemnation proceedings) to which Landlord is made a party, (ciii) any Impositions that (which are the obligations obligation of Tenant to pay pursuant to the applicable provisions of this AgreementLease), and (div) any failure on the part or inability of Tenant or anyone claiming under Tenant to perform or comply with obtain the insurance coverage required hereunder. If at any time Landlord shall have received written notice of the terms assertion of a claim, Landlord shall give reasonably prompt written notice of such claim to Tenant, provided that (x) Landlord shall have no liability for the failure to give notice of any claim of which Tenant has otherwise been notified or has actual knowledge, and (y) the failure of Landlord to give such a notice to Tenant shall not limit the rights of Landlord or the obligations of Tenant with respect to such claim, except to the extent that Tenant suffers actual monetary loss as a result of such failure. Tenant shall pay all amounts payable under this AgreementParagraph 18(f) within fifteen (15) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date payment thereof is required hereunder to the date of payment. Tenant shall have the right to control the defense and settlement of any such claim (but Tenant, without Landlord's prior written consent, which Landlord may withhold in Landlord's sole and absolute discretion, shall not be permitted to settle any claim if such settlement would admit criminal liability of Landlord), and Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), provided no such consent shall be required if the compromise or settlement shall result in a complete release of Landlord from the claim so compromised or settled). Landlord shall have the right (but not the obligation), at Landlord's election and sole cost and expense, to participate in the defense of any such claim, and Tenant shall have no obligation to reimburse Landlord for any attorneys' fees incurred by Landlord in connection with same. The obligations of Tenant under this Section 9.5 Paragraph 18(f) are in addition to the obligations set forth in Section 4.4 Paragraph 19(c) and shall survive the termination of this AgreementLease for two (2) years.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law, provided that any of the foregoing arises by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigationPerson claiming by, proceeding through or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof the Collective Leased Properties or adjoining sidewalks or rights of way, including, without limitation, any claims of malpractice, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them the Collective Leased Properties or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof the Collective Leased Properties or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) ), to which Landlord is made a party, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant shall pay all amounts payable under this Section 9.7 within ten (10) days after demand therefor and, if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed withheld or conditioneddelayed). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights sidewalks, including, without limitation, any claims of waymalpractice, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating related to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this AgreementLease), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementLease. Tenant shall pay all amounts payable under this Section 9.5 within ten (10) days after demand therefor, and if not timely paid, such amounts shall bear interest at the overdue rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of same as Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementsees fit.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectindemnify, indemnify save harmless and hold harmless defend Landlord, its council members, officers, officials, attorneys, employees, agents, successors and assigns (collectively with Landlord, the “Landlord Indemnitees”) for, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses claims (including, without limitation, reasonable attorneys’ feesby any person or entity not a signatory to this Lease for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Premises and the Improvements to the maximum extent permitted by lawPremises, imposed upon damages for the loss or restriction on use of rentable space or of any amenity in the Improvements to the Premises, damages arising from any adverse impact on marketing of space in the Improvements to the Premises, and sums paid in settlement of claims, attorney’s fees, consultant fees, expert fees and any fees and expenses incurred by in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against any Landlord by reason Indemnitees during or after the Term of this Lease as a result of the followingpresence of any Hazardous Substance on, except to in or under the extent caused Premises or any release of any Hazardous Substance into the air, soil, surface water or ground water, which Hazardous Substance was brought, kept or used in or about the Premises by LandlordTenant or Tenant’s gross negligence Personnel, or willful misconduct: (a) any accidentas a result of a breach by Tenant of its obligations under this Section 6.4. Tenant shall promptly provide Landlord copies of all communications, injury filings or other writings, photographs or materials given to or death of persons received from any person, entity or loss of agency in connection with any cleanup or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair Tenant’s Remedial Work conducted by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which and shall notify Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementof, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with permit Landlord’s prior written consent (which consent may not be unreasonably withheldrepresentative to attend, delayed any meetings or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementoral communications relating thereto.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent permitted by Applicable Requirements, Tenant shall protectindemnify, indemnify defend, protect and hold Landlord and the other Landlord Parties harmless Landlord forof and from Claims arising out of or in connection with, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), or related to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any of the following, except including Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the extent caused by Landlordbenefit of the Landlord Parties, any immunity to which Tenant may be entitled under any worker’s gross negligence or willful misconductcompensation laws: (a) any accidentthe use or occupancy of, injury to or death the conduct of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of waybusiness in, the Premises; (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any the performance of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, Alterations; (c) the use, generation, storage, handling, release, transport, or disposal by Tenant or any Impositions that are other Tenant Parties of any Hazardous Materials in or about the obligations Premises or any other portion of Tenant the Building or the Property, including damages for diminution in the value of the Property and sums to pay pursuant to the applicable provisions of this Agreementremediate, clean up and remove such Hazardous Materials; (d) any failure on other occurrence or condition in, on, or about the part Premises; or (e) acts, neglect or omissions of Tenant or anyone claiming under any other Tenant to perform Parties in or comply with about any portion of the terms Building or the Property. The foregoing indemnification shall apply regardless of the active or passive negligence of Landlord Parties and regardless of whether liability without fault or strict liability is imposed or sought to be imposed on the Landlord Parties, but shall not apply with respect to any Landlord Party to the extent that a final judgment of a court of competent jurisdiction establishes that a Claim was proximately caused by the willful misconduct of that Landlord Party. Landlord shall have the right to approve legal counsel proposed by Tenant for defense of any Claim indemnified against hereunder or under any other provision of this AgreementLease. If Landlord disapproves the legal counsel proposed by Tenant for the defense of any Claim indemnified against hereunder, Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)indemnity obligation hereunder. The obligations provisions of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 10.2 shall survive the expiration or earlier termination of this AgreementLease until all Claims within the scope of this Section 10.2 are fully, finally, and absolutely barred by the applicable statutes of limitations. Tenant’s indemnity obligations under the Lease are subject to the waiver of subrogation contained in Section 10.4 of the Lease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "INDEMNITEES" and, individually, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the followingany Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent caused by Landlord’s gross negligence the same arise from the acts or willful misconduct: (a) any accident, injury to or death omissions of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim during any period that Landlord or a Person designated by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedingsTenant) to which Landlord is made in possession of such Property from and after the date hereof. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a party, (c) any Impositions that are result of the obligations of Tenant to pay pursuant presence prior to the applicable provisions expiration or sooner termination of this Agreement, the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant such Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under this Section 9.5 are in addition to observe and perform (or to cause to be observed and performed) the obligations set forth in Section 4.4 and shall survive the termination requirements of this AgreementSECTION 4.4, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigationPerson claiming by, proceeding through or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross 's negligence on willful misconduct or willful misconducta Landlord Default: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s 's gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to the any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section SECTION 9.5 are in addition to the obligations set forth in Section SECTION 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such including as otherwise covered by insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ legal fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring during the Term on or about any the Cypress Premises and Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant’s control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Cypress Premises or the Leased Property or Tenant’s Personal Property personal property during the Term or any litigation, proceeding or claim by governmental entities or other third parties Governmental Agencies to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant’s obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementcontractors. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) covered under this indemnity or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease for a period of three (3) years, plus for such additional time as is necessary until any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity is completely and finally resolved and all opportunities for appeals have passed.

Indemnification of Landlord. Notwithstanding any other provision of this Lease, the existence Tenant shall indemnify the Landlord and save it harmless from all loss (including loss of Rent) claims, actions, damages, liability and expense (collectively “Losses”) in connection with loss of life, personal injury, damage to property or any insurance other loss or injury whatsoever arising from or out of this Lease, or any occurrence in, upon or at the Properties, or the occupancy or use by the Tenant of the Properties or any part thereof, or occasioned wholly or in part by any act, omission or negligence of the Tenant, its agents, employees, invitees or others for whom it is in law responsible, provided for herein and without regard that this indemnity shall not extend to the policy limits of any such insuranceLosses suffered by the Landlord resulting from the gross negligence or misconduct of the Landlord, its agents, employees, invitees or others for whom at law it is responsible. If the Landlord shall, without fault on its part, be made a party to any litigation commenced by or against the Tenant, then the Tenant shall protect, indemnify and hold the Landlord harmless and shall pay all costs, expenses and legal fees incurred or paid by the Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against in connection with such litigation. The Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenantmay, at its expenseoption, shall contestparticipate in or assume carriage of any litigation or settlement discussions relating to the foregoing, resist and defend or any such claim, action or proceeding asserted or instituted against other matter for which the Tenant is required to indemnify the Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition Lease. Alternatively, the Landlord may require the Tenant to the obligations set forth in Section 4.4 assume carriage of and responsibility for all or any part of such litigation or discussions. This indemnification shall survive the termination expiration of this Agreementthe Term.

Indemnification of Landlord. Notwithstanding Tenant shall indemnify, defend, protect and save Landlord harmless from and against any and all claims, demands, actions, damages, liability and expense (including reasonable attorneys’ fees and costs of investigation) in connection with any damage to person and/or property arising directly or indirectly from or connected with the existence conduct or management of the business conducted by Tenant on the Premises, or the occupancy or use by Tenant of the Premises or any part of the Entire Premises, or from any’ breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to this Lease, or from violations of or noncompliance with any governmental requirements or insurance provided for herein and without regard requirements, or from any acts or omissions of Tenant or any person on the Premises by license or invitations of Tenant or occupying the Premises or any part thereof under Tenant whether such damage occurs in, on or about the Premises, the Common Area or the Entire Premises. In case Laudlord shall be made a party to the policy limits of any such insurancelitigation commenced by or against Tenant, Tenant shall protectaccept any tender of defense by Landlord and shall, notwithstanding any allegations of negligence or misconduct on the part of Landlord, its agents or employees, defend, protect and hold Landlord harmless and pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation; provided, however, Tenant shall not be liable for any such damage to the extent and in the proportion such damage is ultimately determined to be attributable to the gross negligence or willful misconduct of Landlord, its agents or employees, unless covered by insurance required to be carried by Tenant. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section 16.03 through counsel satisfactory to Landlord. Landlord shall, during the Term hereof, indemnify Tenant and hold save it harmless Landlord for, from and against any and all liabilitiesclaims, obligationsdemands, claimsactions, damages, penaltiesliability and expense arising solely out of the gross negligence or willful misconduct of the Landlord; providing, causes of actionhowevcr, costs and reasonable expenses (in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or claimed loss of profit or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementbusiness.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Except to the policy limits extent directly arising from the gross negligence or intentional misconduct of Landlord, or any such insuranceof its agents, independent contractors or employees, Tenant shall protecthereby agrees to defend (with counsel reasonably acceptable to Landlord), indemnify and save and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes claims of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: whatever nature (a) arising from or in connection with the operation of the Hotel or any wrongful act, omission or negligence of Tenant or the contractors, licensees, agents, servants or employees of Tenant (collectively, the “Tenant Parties”), or arising from any accident, injury to or death of persons or loss of or damage whatsoever caused to any person, or to the property of any person, including that of Landlord or any Tenant Party, occurring on during the Term or about the Pre-Open Possession Period as a result of Tenant’s use or operation of the Premises and Hotel, including any Property claim by a third person in connection with damage to the Premises or portion thereof Hotel or adjoining sidewalks any of Tenant Party’s property located therein or rights property of wayany person located therein, (b) arising from any pastaccident, present injury or future usedamage occurring outside of the Premises, misusewhere such accident, non-useinjury or damage results from a wrongful act, condition, management, maintenance omission or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure negligence on the part of Tenant or anyone claiming under any Tenant Party, (c) arising from any and all claims by any Tenant Party’s employees, including, without limitation, wrongful termination and/or other claims resulting from the termination of any Tenant Party’s employees, (d) arising due to perform the failure of any Tenant Party to obtain or comply with maintain any necessary Approvals during the Term or Additional Term, (e) arising due to any breach or violation of this Lease by Tenant, including, without limitation, any holdover at the Premises or the presence of any Hazardous Materials on or about the Premises as a result of the acts or omissions of any Tenant Party, or (f) arising as a result of Landlord or any of the terms of this Agreementits respective agents, contractors or employees taking any direction from any Tenant Party. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and The parties further agree that Tenant shall not be responsible for liable to Landlord for, and has no obligation to indemnify and save and hold harmless Landlord from and against, any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose and all claims related to the design and construction of the sameHotel, with Landlord’s whether such claim is caused or occasioned prior written consent (which consent may not be unreasonably withheldto or after the Effective Date of this Lease. In furtherance of the responsibilities set forth herein, delayed or conditioned). The obligations of the parties agree that Tenant under this Section 9.5 are in addition to the obligations shall obtain and pay for all insurance as set forth in Section 4.4 Article VII hereof, and shall survive the termination of this Agreementhave Landlord named as an additional insured or loss payee, as applicable, under all such policies.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "INDEMNITEES" and, individually, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the followingLeased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law, except to the extent caused by Landlord’s gross negligence the same arise from the acts or willful misconduct: (a) any accident, injury to or death omissions of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim during any period that Landlord or a Person designated by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedingsTenant) to which Landlord is made in possession of the Leased Property from and after the date hereof. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a party, (c) any Impositions that are result of the obligations of Tenant to pay pursuant presence prior to the applicable provisions expiration or sooner termination of this Agreement, the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant the Leased Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under this Section 9.5 are in addition to observe and perform (or cause to be observed and performed) the obligations set forth in Section 4.4 and shall survive the termination requirements of this AgreementSECTION 4.4, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding (a) To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent per rifted by Requirements, Tenant shall protectindemnify, indemnify defend, protect and hold Landlord and the other Indemnitees harmless Landlord forof and from Claims arising out of or in connection with, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), or related to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any of the following, except including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the extent caused by Landlordbenefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s gross negligence or willful misconductcompensation laws: (ai) any accidentthe making of Alterations, or (ii) injury to or death of persons or loss of or damage to property occurring or resulting directly or indirectly from: (A) the use or occupancy of, or the conduct of business in, the Premises; (B) damage to the telephone distribution system of the Project caused by Tenant; (C) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (D) any other occurrence or condition in or on the Premises; and (E) acts, neglect or omissions of Tenant or any other Tenant Parties in or about any Property portion of the Project. The foregoing indemnification shall apply regardless of the active or portion thereof passive negligence of Indemnitees and regardless of whether liability without fault or adjoining sidewalks strict liability is imposed or rights sought to be imposed on Indemnitees. The foregoing indemnification shall not apply in favor of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant particular Indemnitee to the applicable provisions extent that a final judgment of this Agreementa court of competent jurisdiction establishes that a Claim was proximately caused by the willful misconduct of such Indemnitee. In that event, and (d) any failure on however, the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant indemnification under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 16.2 shall survive the termination of this Agreementremain valid for all other Indemnitees.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent permitted by Applicable Requirements, Tenant shall protectindemnify, indemnify defend, protect and hold Landlord and the other Landlord Parties harmless Landlord forof and from Claims arising out of or in connection with, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), or related to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any of the following, except including Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the extent caused by Landlordbenefit of the Landlord Parties, any immunity to which Tenant may be entitled under any worker’s gross negligence or willful misconductcompensation laws: (a) any accidentthe use, injury to occupancy or death conduct of persons or loss of or damage to property occurring on Tenant’s business in or about any Property or portion thereof or adjoining sidewalks or rights of way, the Building; (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them Tenant or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or TenantParty’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, performance of Alterations; (c) the use, generation, storage, handling, release, transport, or disposal by Tenant or any Impositions that are other Tenant Parties of any Hazardous Materials in or about the obligations Premises or any other portion of Tenant the Building or the Property, including damages for diminution in the value of the Property and sums to pay pursuant to the applicable provisions of this Agreementremediate, clean up and remove such Hazardous Materials; (d) any failure on other occurrence or condition in, on, or about the part Premises; or (e) acts, neglect or omissions of Tenant or anyone claiming under any other Tenant to perform Parties in or comply with about any portion of the terms Building or the Property. The foregoing indemnification shall apply regardless of the active or passive negligence of Landlord Parties and regardless of whether liability without fault or strict liability is imposed or sought to be imposed on the Landlord Parties. Landlord shall have the right to approve legal counsel proposed by Tenant for defense of any Claim indemnified against hereunder or under any other provision of this Agreement. TenantLease, at its expense, provided that such approval shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed conditioned or conditioned)delayed. The obligations provisions of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 10.2 shall survive the expiration or earlier termination of this AgreementLease until all Claims within the scope of this Section 10.2 are fully, finally, and absolutely barred by the applicable statutes of limitations.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconductmisconduct after the Commencement Date) by reason of: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights right of way, including, without limitation, any claims of malpractice; (bii) any past, present or future use, misuse, non- use, non-usecompliance, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s the Related Personal Property or any litigation, proceeding or claim by governmental entities Government Agencies or other third parties (other than Condemnation proceedings) to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s the Related Personal Property or such use, misuse, non-use, non-compliance, condition, management, maintenance, or repair thereof including, failure to perform obligations thereof; (other than Condemnation proceedings) to which Landlord is made a party, (ciii) any Impositions that (which are the obligations obligation of Tenant to pay pursuant to the applicable provisions of this AgreementLease), and (div) any failure on the part or inability of Tenant or anyone claiming under Tenant to perform or comply with obtain the insurance coverage required hereunder. If at any time Landlord shall have received written notice of the terms assertion of a claim, Landlord shall give reasonably prompt written notice of such claim to Tenant, provided that (x) Landlord shall have no liability for the failure to give notice of any claim of which Tenant has otherwise been notified or has (or should have) knowledge, and (y) the failure of Landlord to give such a notice to Tenant shall not limit the rights of Landlord or the obligations of Tenant with respect to such claim, except to the extent that Tenant suffers actual monetary loss as a result of such failure. Tenant shall pay all amounts payable under this AgreementParagraph 18(f) within fifteen (15) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date payment thereof is required hereunder to the date of payment. Tenant shall have the right to control the defense and settlement of any such claim (but Tenant, without Landlord's prior written consent, which Landlord may withhold in Landlord's sole and absolute discretion, shall not be permitted to settle any claim if such settlement would admit criminal liability of Landlord), and Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), provided no such consent shall be required if the compromise or settlement shall result in a complete release of Landlord from the claim so compromised or settled). Landlord shall have the right (but not the obligation), at Landlord's election and sole cost and expense, to participate in the defense of any such claim, and Tenant shall have no obligation to reimburse Landlord for any attorneys' fees incurred by Landlord in connection with same. The obligations of Tenant under this Section 9.5 Paragraph 18(f) are in addition to the obligations set forth in Section 4.4 Paragraph 19(c) and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in SECTION 4.3.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section SECTION 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Subject to the policy limits of any such insuranceparagraph 16.8 below, Tenant shall protectwill indemnify, indemnify defend (by counsel reasonably acceptable to Landlord which is deemed to include counsel furnished by Tenant's liability insurer in accordance with this Lease), protect and hold Landlord harmless Landlord for, from and against any and all liabilitiesclaims, obligationsdemands, claimslosses, damages, penaltiescosts and expenses (including reasonable attorney's fees) or death of or injury to any person or damage to any property whatsoever arising out of or relating to Tenant's breach or default under this Lease, causes including, but not limited to Tenant's breach of actionparagraph 21 below or Tenant's use or occupancy of the Premises or caused by Tenant or its agents, employees or invitees. Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any co-tenant or other occupant of the Project or by any owner or occupant of adjoining or contiguous property or by any defect in or failure to maintain the Project or the Premises. Tenant agrees to pay for all damage to the Project as well as all damage to tenants or occupants thereof caused by misuse or neglect of said Premises, its apparatus or appurtenances or the Common Areas, by Tenant or Tenant's employees, agents and invitees. Landlord agrees to indemnify Tenant from any claims, demands, losses, damages, costs and reasonable expenses (including, without limitation, including reasonable attorneys’ attorney's fees), to the maximum extent permitted by law, imposed upon or ) incurred by or asserted against Landlord by reason Tenant as a result of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentacts of Landlord, injury to its agents, employees or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementcontractors.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall indemnify, defend (by counsel acceptable to Landlord), protect, indemnify and hold Landlord, and each of Landlord's partners, employees, agents, attorneys, successors and assigns, free and harmless Landlord for, from and against any and all liabilities, obligations, claims, damagesliabilities, penalties, causes of actionforfeitures, costs and reasonable losses or expenses (includingincluding attorneys' fees) for death of or injury to any person or damage to any property whatsoever (including water tables and atmosphere), arising from or caused in whole or in part, directly or indirectly, by (A) the presence in, on, under or about the Premises or Building or discharge in or from the Premises or Building of any Hazardous Materials or Tenant's use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Premises or Building, or (B) Tenant's failure to comply with any Hazardous Materials Law whether knowingly or unknowingly, the standard herein being one of strict liability. Tenant's obligations hereunder shall include, without limitation, reasonable attorneys’ fees)and whether foreseeable or unforeseeable, to the maximum extent permitted by lawall costs of any required or necessary repair, imposed upon cleanup or incurred by detoxification or asserted against Landlord by reason decontamination of the followingPremises or Building, except to and the extent caused by Landlord’s gross negligence or willful misconduct: (a) preparation and implementation of any accidentclosure, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities remedial action or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such userequired plans in connection therewith, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the expiration or earlier termination of this Agreementthe term of the Lease. For purposes of the release and indemnity provision hereof, any acts or omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Tenant agrees to the policy limits of any such insuranceexonerate, Tenant shall protect, defend, indemnify and hold save harmless Landlord foragainst and from any and all claims by or on behalf of any person, firm or corporation arising from the conduct, operation or management of, or from any work, act or thing whatsoever done in or on the Demised Premises and will further exonerate, protect, defend, indemnify and save Landlord harmless against and from any and all claims against Landlord arising during the Term of this Lease from any condition of the Demised Premises or arising from any breach or default on the part of Tenant in the performance of any covenant or obligation on the part of Tenant to be performed pursuant to the terms of this Lease, or arising from any act, neglect or negligence of Tenant or any of Tenant’s agents, contractors, servants, employees, business invitees, licensees or guests with respect to the Demised Premises or Improvements, arising from any accident, injury or damage whatsoever caused during the Term of this Lease to any person in or on the Demised Premises or upon the sidewalks, or driveways, passageways, parking areas adjoining the same or comprising part thereof, or in any passageway appurtenant thereto, and against and from all liabilities, obligations, claims, damages, penalties, causes of action, liability in connection with any and all costs and reasonable expenses (includingreasonably incurred with respect to any such claim or any action or proceeding brought against Landlord thereon; provided that such claim or claims shall not have arisen by reason of the act or negligence of Landlord or Landlord’s employees or agents or by reason of Landlord’s default in the performance of any obligation imposed on Landlord by the terms hereof; and provided further that Landlord shall give prompt written notice to Tenant of any claim asserted against Landlord which, without limitationif sustained, reasonable attorneys’ fees)may result in liability of Tenant hereunder, but failure on the part of Landlord to give such notice shall not relieve Tenant from Tenant’s obligation to exonerate, protect, defend, indemnify and save harmless Landlord as aforesaid, except to the maximum extent permitted by law, imposed upon that the failure to give such notice results in actual loss or incurred by damage to Tenant. In case any action or asserted proceeding be brought against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, Tenant, upon notice from Landlord, covenants to resist or defend such action or proceeding asserted by counsel reasonably satisfactory to Landlord, and Landlord will cooperate and assist in the defense of such action or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred proceeding if reasonably requested so to do by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementTenant.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the followingLeased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law, except to the extent caused by Landlord’s gross negligence the same arise from the acts or willful misconduct: (a) any accident, injury to or death omissions of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim during any period that Landlord or a Person designated by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedingsTenant) to which Landlord is made in possession of the Leased Property from and after the date hereof. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a party, (c) any Impositions that are result of the obligations of Tenant to pay pursuant presence prior to the applicable provisions expiration or sooner termination of this Agreement, the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant the Leased Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform (or cause to be observed and performed) the requirements of this Section 9.5 are in addition 4.4, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconduct) by reason of: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof the Collective Leased Properties or adjoining sidewalks or rights of way, including, without limitation, any claims of malpractice; (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Collective Leased Properties or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof the Collective Leased Properties or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, ; (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, ); and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant shall pay all amounts payable under this Section 9.7 within ten (10) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding As a material part of the existence of consideration rendered to Landlord, Tenant hereby waives all claims against Landlord for damages to goods, wares and merchandise, and all other personal property in, upon or about said Premises and for injuries to persons in or about said Premises or Project, from any insurance provided for herein and without regard cause arising at any time to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum fullest extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the followingand, except to the extent caused by Landlord’s gross due to the negligence or willful misconduct: misconduct of Landlord, or a Landlord default of one of its material performance obligations under this Lease, Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (aincluding without limitation reasonable attorneys fees) incurred or suffered arising from the use or occupancy of the Premises or any accidentpart of the Project by Tenant or Tenant’s Agents, the acts or omissions of Tenant or Tenant’s Agents, Tenant’s breach of this Lease, or any damage or injury to person or death property from any cause, including but not limited to the use or occupancy of persons the Premises or loss any part of the Project by Tenant or damage Tenant’s Agents, the acts or omissions of Tenant or Tenant’s Agents, Tenant’s breach of this Lease or from the failure of Tenant to property occurring keep the Premises in good condition and repair as herein provided. Further, in the event Landlord is made party to any litigation due to the acts or omission of Tenant or Tenant’s Agents, Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees) incurred in connection with such litigation. Notwithstanding anything to the contrary in this Lease, Landlord shall not be indemnified from losses, damages, liabilities, claims, attorneys’ fees, costs and expenses to the extent arising from the negligence or willful misconduct of Landlord or that of Landlord’s agents, employees or contractors in connection with Landlord’s activities on or about any Property the Premises or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenancethe Project, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant material default under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring of third parties arising from an occurrence or incident which took place during the Term on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant's control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property during the Term or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant's obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same. Notwithstanding the foregoing, indemnification with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)respect to Hazardous Substances is governed by Section 4.3. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementAgreement for a period of three (3) years."

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectindemnify, indemnify defend (with counsel satisfactory to Landlord) and hold harmless Landlord forLandlord, its affiliates, partners, directors, shareholders, officers, employees, agents, assigns and any successors to Landlord’s interest in the Project, from and against any and all liabilitiesforeseeable and unforeseeable consequential damages or loss (including without limitation, obligationsany loss in fair market value, damages for the loss or restriction on use and damages arising from any adverse impact on marketing of the Premises or the Project, and sums paid in settlement of all claims), damagescost, penaltiesdamage, causes expense (including reasonable attorneys5 fees and litigation costs, consultant fees and expert fees), claim, cause of action, demand, obligation, judgment, penalty, fine or liability directly attributable to and arising from (i) any Environmental Activity undertaken by Tenant or any other Tenant Party at the Premises, (ii) any remedial or clean-up work undertaken by or for Tenant in connection with Tenant’s or any other Tenant Party’s Environmental Activities or its compliance with Hazardous Materials Laws, or (iii) the breach by Tenant of any of its obligations and covenants set forth in this Section. Landlord shall have the right but not the obligation to join and participate in, and control, if it so elects, any legal proceedings or actions initiated in connection with Tenant’s or any other Tenant Party’s Environmental Activities. Landlord may also negotiate, defend, approve and appeal any action taken or issued by any applicable governmental authority with regard to contamination of the Premises or the Project by a Hazardous Material. Tenant shall reimburse any costs and reasonable or expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by Landlord for which Tenant is responsible under this Section or asserted against for which Tenant has indemnified Landlord by reason on demand as additional rent. At the request of Landlord, Tenant shall promptly provide to Landlord evidence of insurance or financial resources available to satisfy the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to Lease, including the obligations set forth in Section 4.4 and shall survive the termination of under this AgreementSection.

Indemnification of Landlord. Notwithstanding The Tenant agrees that neither the existence Landlord nor any of the Landlord Parties shall be liable or responsible in any insurance provided way for herein and without regard any for any injury or death to any person or for any loss or damage to any property at any time on or about the policy limits of Demised Premises or any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to property on or about the maximum extent permitted by law, imposed upon or incurred Demised Premises owned by or asserted against Landlord by reason being the responsibility of Tenant or any of the followingTenant Parties, save and except to the extent of the willful and deliberate misconduct or Gross Negligence of the Landlord or any of the Landlord Parties. The Landlord shall in no event be liable for any indirect or consequential damages suffered by the Tenant or any of the Tenant Parties. Save and except to the extent that any losses, claims, actions, damages, liabilities and expenses are caused or contributed to by Landlord’s gross negligence willful and deliberate misconduct or willful misconduct: (a) the Gross Negligence of the Landlord or any accidentof the Landlord Parties, injury to or death of persons or the Tenant will indemnify and save harmless the Landlord from and against any and all losses, claims, actions, damages, liabilities and expenses in connection with loss of or life, personal injury and/or damage to property occurring on arising from or about out of any Property occurrence in, upon or portion thereof at the Demised Premises, whether or adjoining sidewalks not occasioned wholly or rights in part by any act or omission of waythe Tenant or any of the Tenant Parties, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenantincluding without limitation, any Manager or anyone claiming default by Tenant under any of them or Tenant’s Personal Property or any litigationthis Lease, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingincluding without limitation, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) carry any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of insurance required under this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)Article 9. The obligations of Tenant under shall also pay all reasonable costs and expenses and reasonable legal fees that may be incurred or paid by the Landlord in successfully enforcing the covenants and agreements in this Section 9.5 are in addition to the obligations set forth in Section 4.4 and Lease, unless a Court shall survive the termination of this Agreementotherwise award.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns (hereafter the "INDEMNITEES," and when referred to singly, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)' fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of any Indemnitee resulting from, either directly or indirectly, the followingpresence in, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Environment or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with properties surrounding any of the terms Collective Leased Properties of this Agreementany Hazardous Substances. Tenant's duty herein includes, but is not limited to, indemnification for costs associated with personal injury or property damage claims as a result of the presence of Hazardous Substances in, upon or under the soil or ground water of any of the Collective Leased Properties in violation of any Applicable Law. Upon Notice from Landlord, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. The foregoing provisions hereof notwithstanding, resist and defend Tenant's indemnification of any such claim, action or proceeding asserted or instituted against Landlord (and Facility Mortgagee pursuant to this Section 4.4.3 shall not be responsible for any duplicative attorneys’ extend to or include the investigation and defense expenses (including, but not limited to, legal and consulting fees and expenses) incurred by such Facility Mortgagee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant incurred by Landlord in asserting any right under this Section 9.5 are in addition 4.4, including without limitation any right of indemnity under this Section 4.4.3 or otherwise arising from a failure of Tenant strictly to observe and perform the obligations set forth in Section 4.4 and foregoing requirements, which amounts shall survive bear interest from the termination of this Agreementdate incurred until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding Except as expressly provided herein, notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, way during the Term; and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone any Person claiming under Tenant to perform or comply with any of the terms of this Agreement during the Term; and (c) any litigation, proceeding or claim resulting from or relating to any such failure to perform or comply to which Landlord is made a party; provided, however, that Tenant's obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost or expense arising from the gross negligence or willful misconduct of Landlord, its employees, agents, contractors or invitees, Landlord's failure to fund under Section 5.1.4(b) or Landlord's breach of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, same with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event that Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.5 for any incremental increase in costs or conditioned)expenses resulting therefrom. The obligations of Tenant under this Section 9.5 are in addition to (but shall not include) the obligations set forth in Section 4.4 4.2 and shall survive the termination of this AgreementAgreement for a period of three (3) years and shall thereafter terminate and be of no further force and effect and no action may be brought under this Section 9.5 after the expiration of such period.

Indemnification of Landlord. Notwithstanding a. Landlord and the existence holders of any insurance provided Superior Interests (as defined in Paragraph 21 below) shall not be liable to Tenant and Tenant hereby waives all claims against such parties for herein and without regard any loss, injury or other damage to person or property in or about the policy limits of Premises or the Real Property from any such insurancecause whatsoever, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, including without limitation, reasonable attorneys’ fees)water leakage of any character from the roof, walls, basement, fire sprinklers, appliances, air conditioning, plumbing or other portion of the Premises or the Real Property, or gas, fire, explosion, falling plaster, steam, electricity, or any malfunction within the Premises or the Real Property, or acts of other tenants of the Building; provided, however, that, subject to Paragraph 16 below and to the maximum extent permitted by lawprovisions of Paragraph 28 below regarding exculpation of Landlord from Special Claims, imposed upon the foregoing waiver shall be inapplicable to any loss, injury or incurred by or asserted against Landlord by reason of the following, except damage to the extent caused by resulting from Landlord’s gross negligence or willful misconduct: . Tenant acknowledges that from time to time throughout the term of this Lease, construction work may be performed in and about the Building and the Real Property by Landlord, contractors of Landlord, or other tenants or their contractors, and that such construction work may result in noise and disruption to Tenant’s business. In addition to and without limiting the foregoing waiver or any other provision of this Lease, Tenant agrees that Landlord shall not be liable for, and Tenant expressly waives and releases Landlord and the other Indemnitees (aas defined in Paragraph 14.b. below) from any accidentClaims (as defined in Paragraph 14.b. below), injury to including without limitation, any and all consequential damages or death of persons interruption or loss of business, income or damage profits, or claims of actual or constructive eviction or for abatement of rental, arising or alleged to property occurring on or about be arising as a result of any Property or portion thereof or adjoining sidewalks or rights of way, (b) such construction activity. Landlord shall use its good faith efforts to minimize any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or such noise and disruption to Tenant’s Personal Property or business, and, in connection with any litigationscheduled work undertaken by Landlord, proceeding or claim by governmental entities or other third parties Landlord shall endeavor to which give Tenant prior notice of any such work that Landlord is made a party or participant relating to any Property or portion thereof or anticipates will materially disrupt Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementbusiness.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protecthold harmless, indemnify indemnify, protect and hold harmless defend Landlord, and its employees, agents, contractors, directors, partners, shareholders, officers, advisors, consultants and lenders with legal counsel reasonably satisfactory to Landlord forfrom all liability, from and against all liabilitiespenalties, obligations, claimslosses, damages, penaltiescosts, expenses (including reasonable attorneys’ fees and court costs), causes of action, costs claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) any cause or causes whatsoever (other than the willful misconduct or negligence of Landlord or Landlord’s Parties of which Landlord has had notice and a reasonable expenses time to cure, but which Landlord has failed to cure) occurring in or about or resulting from an occurrence in or about the Premises during the Lease Term; (includingii) the negligence or willful misconduct of Tenant or Tenant’s Parties, without limitationwherever the same may occur; or (iii) an Event of Tenant’s Default. The provisions of this Section 14.3 shall survive the expiration or sooner termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, reasonable Landlord shall not be released from, and shall indemnify, defend, protect and hold harmless Tenant from, all damages, liabilities, judgments, actions, claims, attorneys’ fees), to consultants’ fees, payments, costs and expenses arising from the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to misconduct of Landlord or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheldParties, delayed Landlord’s violation of Laws or conditioned). The a breach of Landlord’s obligations of Tenant or representations under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify indemnify, pay, save, insure, defend and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant’s control during the Term, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s Personal Property during the Term, or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant Governmental Agencies relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant’s obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any Any such claim, action or proceeding asserted or instituted against Landlord (covered under this indemnity shall be defended by counsel selected by Tenant and shall not be responsible for any duplicative attorneys’ fees incurred by reasonably acceptable to Landlord) or may compromise or otherwise dispose of the same, with Landlordat Tenant’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)sole cost and expense. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.4 shall survive the expiration or any early termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the followingany Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent caused by Landlord’s gross negligence the same arise from the acts or willful misconduct: (a) any accident, injury to or death omissions of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim during any period that Landlord or a Person designated by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedingsTenant or any Affiliated Person as to Tenant) to which Landlord is made in possession of such Property from and after the date hereof. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a party, (c) any Impositions that are result of the obligations of Tenant to pay pursuant presence prior to the applicable provisions expiration or sooner termination of this Agreement, the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant such Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. -30- Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform (or to cause to be observed and performed) the requirements of this Section 9.5 are in addition 4.4, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.Overdue Rate. 4.4.3

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s 's gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.. -39- 9.6

Indemnification of Landlord. Notwithstanding Tenant shall indemnify, defend, protect and save Landlord harmless from and against any and all claims, demands, actions, damages, liability and expense (including reasonable attorneys’ fees and costs of investigation) in connection with any damage to person and/or property arising directly or indirectly from or connected with the existence conduct or management of the business conducted by Tenant on the Premises, or the occupancy or use by Tenant of the Premises or any part of the Entire Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to this Lease, or from violations of or noncompliance with any governmental requirements or insurance provided for herein and without regard requirements, or from any acts or omissions of Tenant or any person on the Premises by license or invitations of Tenant or occupying the Premises or any part thereof under Tenant whether such damage occurs in, on or about the Premises, the Common Area or the Entire Premises. In case Landlord shall be made a party to the policy limits of any such insurancelitigation commenced by or against Tenant, Tenant shall protectaccept any tender of defense by Landlord and shall, notwithstanding any allegations of negligence or misconduct on the part of Landlord, its agents or employees, defend, protect and hold Landlord harmless and pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation; provided, however, Tenant shall not be liable for any such damage to the extent and in the proportion such damage is ultimately determined to be attributable to the gross negligence or willful misconduct of Landlord, its agents or employees, unless covered by insurance required to be carried by Tenant. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section 16.03 through counsel satisfactory to Landlord. Landlord shall, during the Term hereof, indemnify Tenant and hold save it harmless Landlord for, from and against any and all liabilitiesclaims, obligationsdemands, claimsactions, damages, penaltiesliability and expense arising solely out of the gross negligence or willful misconduct of the Landlord; providing, causes of actionhowever, costs and reasonable expenses (in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or claimed loss of profit or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementbusiness.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under Tenant, or any prior owner or operator of them any Property, of any Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.7 for any incremental increase in costs or conditioned)expenses resulting therefrom. The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectdefend, indemnify indemnify, pay, save, insure and hold Landlord harmless Landlord for, from and against any and all liabilities, obligations, claimslosses, damages, injunctions, suits, actions, fines, penalties, causes of actionclaims, demands, costs and reasonable expenses (includingof every kind or nature, without limitation, including reasonable attorneys’ fees)fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Lease, on Tenant’s part to be performed including but not limited to the maximum extent permitted by lawpayment of any fee, imposed cost or expense which Tenant is obligated to pay and discharge hereunder, (b) any accident, injury or damage which shall happen at, in or upon the Leased Property, however occurring; (c) any matter or incurred by or asserted against Landlord by reason thing growing out of the followingcondition, except occupation, maintenance, alteration, repair, use or operation by any person, including Tenant or a Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors, of the Leased Property, or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, therein, or therefrom; (d) any failure of Tenant to comply with the Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof, during the Term hereof, whether by of Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (g) reciprocal rights granted to Golf Club members in any club associated with the Leased Property; (h) any other act or omission of Tenant or Tenant Affiliate, its employees, agents, invitees, customers, licensees or contractors; or (i) subject to the extent caused provisions of Section 10.1 hereof, any exercise by any Person of any of its rights with respect to the Leased Property pursuant to the Permitted Encumbrances; provided, however, Tenant shall not be liable for or be obligated to indemnify Landlord from and against any damages resulting from Landlord’s gross negligence or willful misconduct: (a) any accident. THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD’S OWN NEGLIGENCE, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementUNLESS SPECIFICALLY PROVIDED OTHERWISE HEREIN. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementTENANT’S INDEMNITY OBLIGATIONS UNDER THIS ARTICLE 14 AND ELSEWHERE IN THIS LEASE ARISING PRIOR TO THE TERMINATION OR PERMITTED ASSIGNMENT OF THIS LEASE SHALL SURVIVE SUCH TERMINATION OR ASSIGNMENT.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectindemnify, indemnify defend (with counsel satisfactory to Landlord) and hold Landlord, its directors, officers, employees, agents, assigns and any successors in Landlord’s interests under the Lease, harmless Landlord for, from and against any and all liabilitiesloss, obligationscosts, claimsdamage, damages, penalties, causes of action, costs and reasonable expenses expense (including, without limitation, including reasonable attorneys’ fees and experts’ fees), to the maximum extent permitted by lawclaims, imposed upon cause of action, judgment, penalty, fine or incurred by liability directly or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury indirectly relating to or death arising from any breach of persons Tenant’s obligations described in this Section 20. Notwithstanding the foregoing, Tenant shall not be required to indemnify Landlord with respect to Hazardous Materials which were not used, generated, stored, transported, handled or loss disposed of or damage to property occurring on in or about any Property or portion thereof or adjoining sidewalks or rights of waythe Land, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair Buildings and Improvements by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms Tenant Parties or agents, such as Hazardous Materials which might migrate onto or under the Land, Buildings and Improvements from another source or which, existed as of the date of execution of this AgreementLease or resulted from the negligence of Landlord or Landlord’s agents, contractors, or employees. Landlord shall have the right, but not the obligation, to join or participate in any legal proceedings or actions initiated in connection with Tenant’s Environmental Activities. If Tenant fails to remediate or accept tender of the obligation to cure or defend, at its expenseLandlord may also negotiate, shall contestdefend, resist approve and defend appeal any such claimaction taken or issued by any applicable governmental authority with regard to contamination of the Land, action Buildings and Improvements by any Hazardous Materials. Any costs or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees expenses incurred by Landlord) Landlord for which Tenant or may compromise or otherwise dispose any of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed Tenant Parties is or conditioned). The obligations of Tenant are responsible under this Section 9.5 are in addition section or for which Tenant has indemnified Landlord shall be reimbursed by Tenant to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLandlord on demand as Additional Rent.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectprotect and indemnify Landlord and its partners, indemnify directors, officers, agents and hold employees (collectively, “Agents”) and save them harmless Landlord for, from and against any and all liabilitiesclaims, obligationsactions, claimsloss, damages, penaltiesliability, causes of action, costs cost and reasonable expenses expense (including, without limitation, reasonable court costs and attorneys’ fees)) in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act of omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. Tenant shall further indemnify, protect and hold Landlord and its Agents harmless from and against any and all claims arising from any breach or default in performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant by its agents, contractors, employees, servants, tenants or concessionaires, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Landlord and/or any of its Agents by reason of any such claim, Tenant upon notice from Landlord or its Agents shall defend the same at Tenant’s expense by counsel reasonably approved in writing by Landlord or its Agents, or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in any such action or proceeding. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever except that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease. Tenant, to the maximum full extent permitted by law, imposed upon or incurred by or asserted hereby waives all its claims in respect thereof against Landlord by reason of the followingand its Agents, except any claims relating to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to misconduct of Landlord or death its agents or the existence of persons or loss of or damage to property occurring Hazardous Materials on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to Premises on the applicable Commencement Date. The provisions of this Agreement, and (d) any failure on Section 7.2 shall survive the part of Tenant expiration or anyone claiming under Tenant to perform or comply with any of the terms sooner termination of this Agreement. Tenant, at its expense, shall contest, resist and defend Lease with respect to any claims or liability occurring prior to such claim, action expiration or proceeding asserted or instituted against Landlord (termination and shall not be responsible for limited by reason of any duplicative attorneys’ fees incurred insurance carried by Landlord) , its Agents or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementTenant.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any of them them, of any Property or Tenant’s Personal Property Property, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of In addition to any insurance other indemnities to Landlord specifically provided for herein and without regard to the policy limits of any such insurancein this Lease, Tenant shall protect, indemnify and hold save harmless Landlord for, against and from and against all liabilities, liens, suits, obligations, claimsfines, damages, penalties, causes of actionclaims, costs costs, charges and expenses, including reasonable expenses (including, without limitation, reasonable architects’ and attorneys’ fees), to the maximum extent permitted fees by law, or on behalf of any person which may be imposed upon or incurred by or asserted against Landlord by reason of the followinguse and/or occupancy of the Premises or any part thereof, except or any surrounding areas, by Tenant or Tenant’s agents, contractors, servants, employees, licensees or invitees during the term of this Lease. This indemnification shall specifically extend to but shall not be limited to loss or damage arising out of environmental hazards or contamination. The provisions of this Article and the extent caused by Landlord’s gross negligence provisions of all other indemnity provisions elsewhere contained in this Lease shall survive the expiration or willful misconduct: (a) earlier termination of this Lease for events occurring prior to such expiration or termination. Landlord shall not in any accident, event whatsoever be liable for any injury to or death of persons or loss of or damage to any personal property occurring on or to any person happening on, in or about the building being leased, whether belonging to Tenant or any Property other person, caused by any fire, breakage, leakage, defect or bad condition in any part or portion thereof of the Premises, howsoever caused unless such injury or adjoining sidewalks damage is caused by the active negligence of the Landlord, its agents or rights employees, or a breach or default by Landlord of wayits obligations under this Lease. Tenant shall, at its own cost and expense, if requested by Landlord, defend any and all suits or actions (bjust or unjust) which may be brought against Landlord or in which Landlord may be impleaded with others upon any pastsuch above-mentioned matters, present claim or future useclaims. In such event, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Landlord agrees to cooperate and assist Tenant and Tenant’s Personal Property counsel in providing documentation, plans, specifications and any other agreements or documents which may be reasonably required by Tenant and/or Tenant’s agent in order to defend such suit or actions. In addition to the foregoing, Tenant shall pay to the Landlord all costs and expenses, including reasonable attorneys’ fees (including costs, expenses and attorneys’ fees in any litigationappellate proceedings), incurred by Landlord in any action or proceeding or claim by governmental entities or other third parties to which Landlord is may be made a party by reason of any act or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any omission of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns (hereafter the "Indemnitees," and when referred to singly, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)' fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any of the Collective Leased Properties or any properties surrounding any of the Collective Leased Properties of any Hazardous Substances in violation of any Applicable Law or otherwise by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant Person to perform or comply with any of the terms of this AgreementSection 4.4. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence of Hazardous Substances in, upon or under the soil or ground water of any of the Collective Leased Properties in violation of any Applicable Law. Upon Notice from Landlord, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. Tenant shall, resist and defend upon demand, pay to Landlord, as an Additional Charge, any such claimcost, action expense, loss or proceeding asserted or instituted against Landlord damage (and shall not be responsible for any duplicative including, without limitation, reasonable attorneys’ fees ' fees) incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations Landlord and arising from a failure of Tenant under this Section 9.5 are in addition strictly to observe and perform the obligations set forth in Section 4.4 and foregoing requirements, which amounts shall survive bear interest from the termination of this Agreementdate incurred until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding Tenant, as a material part of the existence of any insurance provided consideration to be rendered to Landlord under this Lease, hereby waives all claims against Landlord for herein damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and without regard merchandise, in, upon or about the Demised Premises and for injuries to persons in or about the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord forDemised Premises, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses any cause arising at any time (including, without limitation, reasonable attorneys’ fees)but not limited, to the maximum extent permitted police or security system for the Shopping Center); and Tenant will hold Landlord exempt and harmless from any damage or injury to any person, or the equipment and other personal property, leasehold improvements, goods, wares, inventory and merchandise of any person, arising from the use of the Demised Premises or the parking and common areas by lawTenant or its employees and customers, imposed upon or incurred from the failure of Tenant to keep the Demised Premises in good condition and repair, as herein provided. All property kept, stored or maintained on the Demised Premises shall be so kept, stored, or maintained at the sole risk of Tenant; and except in the case of Landlord's willful misconduct, Landlord shall not be liable, and Tenant waives all claims against Landlord, for damages to persons or property sustained by Tenant or asserted against Landlord by any other person or firm resulting from the building in which the Demised Premises are located or by reason of the followingDemised Premises or any equipment located therein becoming out of repair, except or through the acts or omissions of any persons present in the Shopping Center or renting or occupying any part of the Shopping Center, or for loss or damage resulting to Tenant or Tenant's property from burst, stopped or leaking sewers, pipes, conduits, or plumbing fixtures, or for interruption of any utility services, or from any failure or defect in any electric line, circuit, or facility, or any other type of improvement or service on or furnished to the extent caused by Landlord’s gross negligence Demised Premises or willful misconduct: (a) resulting from any accidentaccident in, injury to or death of persons or loss of or damage to property occurring on on, or about any Property the Demised Premises or portion thereof the building in which the Demised Premises are located. Landlord shall have no liability for conduct of others upon the Demised Premises or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementShopping Center.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectindemnify, indemnify protect and hold defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them harmless Landlord for, from and against any and all liabilitiesloss (including loss of Rents payable by Tenant or by other tenants), obligationsand against all claims, claimsactions, damages, penaltiesliability, causes of actioncosts, costs fees and reasonable expenses (including, without limitation, reasonable attorneys’ attorneys and consultants fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or in connection with loss of life, bodily and personal injury, or damage to property occurring (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any Property part of the roof or portion thereof the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or adjoining sidewalks expenses or rights any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any ’s occupancy of them the Premises or Tenant’s Personal Property negligent performance or failure to perform any litigationof its obligations under this Lease. In the event that Landlord shall, proceeding or claim by governmental entities or other third parties to which Landlord is without fault on its part, be made a party or participant relating to any Property litigation commenced by or portion thereof or against Tenant’s Personal Property or such use, misuseTenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementexpenses, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ reasonable attorney fees incurred or paid by Landlord) or may compromise or otherwise dispose of the same, Indemnified Parties in connection with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)such litigation. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 19.05 shall survive the expiration or earlier termination of this Agreementthe Lease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair failure by Tenant, any the Manager or anyone any Person claiming by, through or under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant the Manager to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Subject to the policy limits provisions of any such insuranceSection 39 hereof, Tenant agrees to and shall protect, indemnify and hold harmless Landlord for, Indemnify the Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, Losses imposed upon or incurred by or asserted against Landlord by reason any such Indemnified Party, the Premises or Landlord's interest therein, in connection with the occurrence or existence of any of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (ai) any accident, injury to or death of persons Persons or loss of or damage to property occurring on the Premises or about any Property or portion thereof or adjoining sidewalks or rights of way, part thereof; (bii) any pastaccident, present injury to or future death of Persons or loss or damage to property occurring on the Premises which is caused by Tenant or any of its Agents, Invitees or Subtenants; (iii) any use, misusepossession, non-useoccupation, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, managementoperation, maintenance, or repair management of the Premises or any part thereof includingby Tenant or any of its Agents, failure to perform obligations Invitees, or Subtenants; (other than Condemnation proceedings) to which Landlord is made a party, (civ) any Impositions that are the obligations of Tenant to pay pursuant latent, design, construction or structural defect relating to the applicable provisions Initial Improvements located on the Premises and any subsequent Improvements constructed by or on behalf of this AgreementTenant, and any other matters relating to the condition of the Premises caused by Tenant or any of its Agents, Invitees, or Subtenants; (dv) any failure on the part of Tenant or anyone claiming under Tenant its Agents or Subtenants, as applicable, to perform or comply with any of the terms of this AgreementLease or with applicable Laws, rules or regulations, or permits in connection with use or occupancy of the Premises; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof by Tenant or any of its Agents, Invitees or Subtenants; and (viii) any civil rights actions or other legal actions or suits initiated by any user or occupant of the Premises. TenantIf any action, suit or proceeding is brought against any Indemnified Party by reason of any occurrence for which Tenant is obliged to Indemnify such Indemnified Party, such Indemnified Party will notify Tenant of such action, suit or proceeding. Tenant may, and upon the request of such Indemnified Party will, at its Tenant's sole expense, shall contest, resist and defend any such claimaction, action suit or proceeding asserted proceeding, or instituted against Landlord (cause the same to be resisted and shall not be responsible for any duplicative attorneys’ fees incurred defended by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of counsel designated by Tenant under this Section 9.5 are and reasonably approved by such Indemnified Party in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementwriting.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Tenant hereby agrees to the policy limits of any such insurance, Tenant shall protect, indemnify and hold save Landlord harmless Landlord for, from and against any and all liabilitiesclaims, obligations, claimsactions, damages, penaltiesliabilities, causes and expenses in connection with the loss of actionlife, costs and reasonable expenses (includingpersonal injury, without limitation, reasonable attorneys’ fees), and/or damage to the maximum extent permitted by law, imposed upon property arising from or incurred by or asserted against Landlord by reason out of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentoccurrence in, injury to upon, or death at the Premises, however caused, including occurrences caused by the sole or contributory negligence of persons Tenant, its agents, customers, invitees, concessionaires, contractors, servants, vendors, materialmen, or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, suppliers; (b) any pastthe occupancy, present or future use, misuse, non-use, condition, management, maintenance or repair misuse by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property 's employees, of the Premises, service areas, parking areas, pedestrian areas, pedestrian walks, or driveways; (c) any litigationoccurrence on the Premises occasioned wholly or in part by any act or omission of Tenant, proceeding its agents, customers, invitees, concessionaires, contractors, servants, vendors, materialmen, or claim suppliers; or (d) any occurrence occasioned by governmental entities the violation of any law, regulation or other third parties ordinance by Tenant or its agents, customers, invitees, concessionaires, contractors, servants, vendors, materialmen, or suppliers; provided, however, that the provisions of this indemnity shall not be applicable when such claims, actions, losses, damages, or expenses are determined to which have been caused by the willful misconduct of Landlord, its agents, employees, contractors, or invitees. If Landlord is made a party or participant relating to any Property litigation commenced by or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of against Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with for any of the terms of this Agreement. Tenantabove reasons for which Tenant is obligated to indemnify Landlord, at its expensethen Tenant shall protect and hold Landlord harmless and pay all costs, shall contestpenalties, resist charges, damages, expenses, and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative reasonable attorneys’ ' fees incurred or paid by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are foregoing indemnity shall be in addition to Tenant's obligation to supply the obligations set forth in Section 4.4 and shall survive the termination insurance as required by ARTICLE IX of this AgreementLease and not in discharge of or substitution for same.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protecthold harmless, indemnify and hold harmless defend Landlord, and its employees, agents and contractors, with competent counsel reasonably satisfactory to Landlord for(and Landlord agrees to accept counsel that any insurer requires be used), from and against all liabilitiesliability, obligationspenalties, claimslosses, damages, penaltiescosts, expenses, causes of action, costs claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage which exceed insurance policy limits maintained by Tenant and reasonable expenses Landlord (or required to be maintained under the terms of this Lease) or which are not covered (including, without limitation, the amount of applicable deductibles and exclusions from coverage) by insurance that the Tenant and Landlord are required to obtain under this Lease (or would have been covered had the parties carried the insurance required under this Lease) resulting from (i) any cause or causes whatsoever (other than the willful misconduct or negligence of Landlord of which Landlord has had notice and a reasonable attorneys’ feestime to cure, but which Landlord has failed to cure) occurring in or resulting from an occurrence in the Premises during the Lease Term, (ii) the negligence or willful misconduct of Tenant or its agents, employees and contractors, wherever the same may occur, or (iii) an Event of Tenant’s Default). Landlord shall hold harmless, to the maximum extent permitted by lawindemnify and defend Tenant from all liability, imposed upon or incurred by or asserted against Landlord penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of the followingany death, except bodily injury, personal injury or property damage which exceed insurance policy limits maintained by Tenant and Landlord (or required to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming be maintained under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by LandlordLease) or may compromise which are not covered (including, without limitation, the amount of applicable deductibles and exclusions from coverage) by insurance that the Tenant and Landlord are required to obtain under this Lease (or otherwise dispose would have been covered had the parties carried the insurance required under this Lease) resulting from the negligence or willful misconduct of Landlord or its Agents in connection with the repair and maintenance by Landlord of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)Common Areas outside of the Building. The obligations provisions of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 10.3 shall survive the expiration or sooner termination of this AgreementLease. Nothing in this Section 10.3 shall impair, alter, limit or otherwise affect any insurance carried by Tenant where Landlord is named (or required to be named under this Lease) as an additional insured or alter the requirement that Tenant’s insurance provide primary coverage.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconduct) by reason of: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights right of way, including, without limitation, any claims of malpractice; (bii) any past, present or future use, misuse, non-use, non-compliance, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities Governmental Agencies or other third parties (other than Condemnation proceedings) to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, non-compliance, condition, management, maintenance, or repair thereof including, failure to perform obligations thereof; (other than Condemnation proceedings) to which Landlord is made a party, (ciii) any Impositions that (which are the obligations obligation of Tenant to pay pursuant to the applicable provisions of this Agreement, Lease) and (div) any failure on or inability to obtain the part insurance coverage required hereunder. Tenant shall pay all amounts payable under this Paragraph 18(f) within ten (10) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of Tenant or anyone claiming under Tenant Property Lease Agreement Williamsburg determination to perform or comply with any the date of the terms of this Agreementpayment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 Paragraph 18(f) are in addition to the obligations set forth in Section 4.4 Paragraph 19(c) and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law, provided that any of the foregoing arises by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigationPerson claiming by, proceeding through or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementany Indemnitee.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns (hereafter the "Indemnities," and when referred to singly, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)' fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of any Indemnitee resulting from, either directly or indirectly, the followingpresence in, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Environment or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with properties surrounding any of the terms Collective Leased Properties of this Agreementany Hazardous Substances. Tenant's duty herein includes, but is not limited to, indemnification for costs associated with personal injury or property damage claims as a result of the presence of Hazardous Substances in, upon or under the soil or ground water of any of the Collective Leased Properties in violation of any Applicable Law. Upon Notice from Landlord, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. The foregoing provisions hereof notwithstanding, resist and defend Tenant's indemnification of any such claim, action or proceeding asserted or instituted against Landlord (and Facility Mortgagee pursuant to this Section 4.4.3 shall not be responsible for any duplicative attorneys’ extend to or include the investigation and defense expenses (including, but not limited to, legal and consulting fees and expenses) incurred by such Facility Mortgagee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant incurred by Landlord in asserting any right under this Section 9.5 are in addition 4.4, including without limitation any right of indemnity under this Section 4.4.3 or otherwise arising from a failure of Tenant strictly to observe and perform the obligations set forth in Section 4.4 and foregoing requirements, which amounts shall survive bear interest from the termination of this Agreementdate incurred until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insuranceTenant will defend, Tenant shall protectindemnify, indemnify and hold harmless Landlord for, from and against any and all liabilities, obligationsclaims, claimslosses, damages, penaltiesactions, causes of actionjudgments, costs costs, and reasonable expenses (including, including without limitation, reasonable limitation attorneys’ fees), to the maximum extent permitted by law, fees and expenses) of every kind imposed upon or incurred asserted by or asserted third parties against Landlord or Landlord’s title in the Premises arising by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) in connection with any accident, injury to or death of persons persons, or loss of or damage to property occurring on or about any Property or portion thereof the Premises or adjoining sidewalks or rights of waypublic passageways during the Term, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair breach of this Lease by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, and (c) a claim by any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementemployee, and (d) any failure on the part agent, invitee, contractor of Tenant or anyone claiming under Tenant to perform any other third party arising out of, directly or comply with any indirectly, the use or occupancy of the terms Premises; IT BEING INTENDED THAT TENANT’S INDEMNIFICATION OBLIGATIONS EXTEND TO AND COVER CLAIMS IN WHICH LANDLORD IS ALLEGED OR FOUND TO BE NEGLIGENT BUT ONLY TO THE EXTENT SUCH NEGLIGENCE IS BASED OR FOUND ON A FAILURE BY LANDLORD TO HAVE SUPERVISED OR MONITORED THE ACTIVITIES OF TENANT, ITS AGENTS, CONTRACTORS OR EMPLOYEES, IN, ON OR ABOUT THE PREMISES. If Tenant fails to undertake defense of Landlord when required to do so by this Agreement. Tenant, at its expense, shall contest, resist Article XVI and it becomes necessary for Landlord to defend any action seeking to impose any such claimliability (in so doing, action or proceeding asserted or instituted against Landlord (shall have the right to select counsel of Landlord’s choosing), Tenant will pay Landlord all costs, expenses, and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or Landlord in effecting such defense, in addition to any other sums which Landlord may compromise or otherwise dispose be called upon to pay by reason of the same, with Landlord’s prior written consent (entry of judgment against Landlord in the litigation in which consent may not be unreasonably withheld, delayed or conditioned)such claim is asserted. The indemnity obligations of Tenant under this Article XVI shall not extend to or cover any claims, liabilities, losses, damages, actions, judgments, costs or expenses suffered or incurred by Landlord which are the subject of an express indemnity obligation of Tenant in a different article or section of this Lease (i.e., Section 9.5 are 11.1, Section 20.1, Article XXII, and Article XXV); Tenant’s indemnification obligations with respect to claims, liabilities, losses, damages, actions, judgments, costs or expenses described in addition to the such sections of this Lease shall be governed by said article or section. The indemnification obligations of Tenant set forth in Section 4.4 and this Lease shall survive the expiration or sooner termination of this Agreement.Lease with respect to acts or omissions for which Tenant is responsible and which occur during the Term. Article LXXI

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) proceedings to which Landlord is made a party), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this AgreementAgreement (except if and to the extent such Imposition results from Landlord's willful failure to comply with the terms of SECTION 20.20), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend (x) any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), (y) the termination or non-renewal of any ground, underlying or parking lease due to any act or omission of Tenant and (z) the loss or non-renewal of the Tax Exemption Decree due to any act or omission of Tenant. The obligations of Tenant under this Section 9.5 SECTION 9.7 are in addition to the obligations set forth in Section 4.4 SECTION 4.3 and shall survive the expiration or sooner termination of this Agreement.

Indemnification of Landlord. Notwithstanding Other than for the existence loss or injury resulting from the negligent actions or willful misconduct of any insurance provided for herein and without regard to the policy limits of any such insuranceLandlord, its agents, employees or contractors, Tenant shall protect, indemnify Landlord and hold save Landlord harmless Landlord for, from and against any and all liabilitiesloss (including lost rentals payable by Tenant or other tenants) and against all claims, obligations, claimsactions, damages, penalties, causes of action, costs liability and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or in connection with loss of life, bodily and personal injury or damage to property occurring arising from any occurrence in, upon or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, or by anyone permitted to be on the Premises by Tenant. Other than for the loss or injury resulting from the negligent actions or willful misconduct of Landlord, its agents, employees or contractors, Tenant assumes all risk of and Landlord shall not be liable for injury to person or damage to property resulting from the conditions of the Premises or from the bursting or leaking of any and all pipes, utility line connections, or air conditioning or heating equipment in, on or about the Premises, or from water, rain or snow which may leak into, issue or flow to any Property part of the Building/s. Other than for the loss or portion thereof injury resulting from the negligent actions or adjoining sidewalks willful misconduct of Landlord, its agents, employees or rights contractors, Tenaxx xxxees, at all times, to indemnify and hold Landlord harmless against all actions, claims, demands, costs, damages and expenses of way, (b) any past, present kind which may be brought or future use, misuse, non-use, condition, management, maintenance made against Landlord or repair which Landlord may pay or incur by reason of Tenant, any Manager 's occupancy of the Premises or anyone claiming under its negligent performance of or failure to perform any of them or Tenant’s Personal Property or any litigationits obligations under this Lease. In case Landlord shall, proceeding or claim by governmental entities or other third parties to which Landlord is without fault on its part, be made a party or participant relating to any Property litigation commenced by or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. against Tenant, at its expense, then Tenant shall contest, resist protect and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by hold Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold Landlord and Landlord’s agents, successors and assigns harmless Landlord for, from against any and against all liabilities, obligations, claims, damagesdemands, penaltieslosses, causes of actionliabilities, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to attorney fees at trial and on any appeal or petition for review) arising after the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason commencement of this Lease and affecting Xxxxxx’s use of the followingLeased Premises, except to the extent caused by Landlord’s gross negligence or willful misconduct: including, but not limited to, any such claims, demands, losses, liabilities, cost and expenses (a) arising after the commencement of this Lease and out of or relating to any accidentinvestigatory or remedial action involving the Property and the operations conducted on the Property and required by environmental laws or by orders of any governmental authority having jurisdiction under any environmental laws, or (b) on account of injury to or death of persons or loss of any person or damage to any property occurring arising out of common connection with or in any way relating to the violation of any environmental laws, the use, treatment, storage, generation, manufacture, transport, release, spill, disposal or other handling of hazardous materials on or about any the Property or portion thereof in connection with operations, or adjoining sidewalks or rights the contamination of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal the Property by hazardous materials by any means whatsoever. In the event Tenant or any litigationsubtenant, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such useemployee, misuse, non-use, condition, management, maintenanceinvitee, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations agent of Tenant either acts or fails to act in a manner that results in a penalty or fine imposed upon the Tenant or the Landlord, Xxxxxx agrees to promptly pay pursuant such fine or penalty and to promptly undertake any corrective action required by the applicable authority imposing the fine or penalty and agrees to hold Tenant harmless from all costs, expenses, and fees (including attorney fees) incurred in connection therewith. The provisions of this AgreementSection shall neither apply to any contamination which Tenant can demonstrate existed at the time that Xxxxxx took possession of the Leased Premises nor to any claims, demands, losses, liabilities, costs, and expenses (dincluding, without limitation, attorney fees at trial and on any appeal or petition for review) any failure on the part arising out of Tenant or anyone claiming under Tenant to perform or comply with any as a result of the terms Landlord’s sole negligence. The provisions of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the expiration or earlier termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant Tenant, or Tenant's Parent or Affiliate pursuant to the Guaranty, shall protect, indemnify and hold harmless Landlord Landlord, the REIT and Advisors, for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord Landlord, the REIT or Advisors, by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, ; (b) any past, present or future use, misuse, non-usenonuse, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord Landlord, the REIT or Advisors, is made a party or participant relating to any Property or portion thereof the Leased Property, or Tenant’s 's Personal Property or such use, misuse, non-usenonuse, condition, management, maintenance, or repair thereof including, including failure to perform obligations (other than Condemnation proceedings) to which Landlord Landlord, the REIT or Advisors, is made a party, ; (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement; (d) the imposition of any "dram act" or similar law relating to liability resulting from the service of wine, beer, liquor or other alcoholic beverages; and (de) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementAgreement or the Participating Leases unless any such liability, obligation, claim, damage, penalty, cause of action, cost or reasonable attorneys' fees were incurred as a result of Landlord's, the REIT's or Advisors', gross negligence or willful misconduct. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) , the REIT or Advisors, with counsel reasonably acceptable to Landlord, the REIT or Advisors, or may compromise or otherwise dispose of the same, with Landlord’s 's, the REIT's or Advisors', prior written consent (which consent may shall not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding Landlord shall not be liable for any damage or injury to Tenant, or any other person, or to any property, occurring on the existence of demised premises or any insurance provided part thereof, and Tenant agrees to hold Landlord harmless from any claim for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penaltiesduring the Term of this Lease or any extension of this Lease, causes of actionno matter how caused. Tenant agrees to pay, and to indemnify Landlord against, all costs and reasonable expenses (including, but not limited to, Landlord’s reasonable attorneys’ fees) incurred by or imposed upon Landlord by or in connection with any litigation to which Landlord becomes or is made a party without limitationfault in its part, whether commenced by or against Tenant, or that may be incurred by Landlord in enforcing any of the covenants and agreements of this Lease (with or without the institution of any action or proceeding relating to the premises or this Lease) or in obtaining possession of the Premises after an Event of Default or upon expiration or earlier termination of this Lease. Landlord may, but shall not be obligated to, cure any Default by Tenant hereunder. All sums expended and all costs and expenses (including, but not limited to, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this AgreementLease or on account of any Default by Tenant under this Lease and all such sums shall become Additional Rent under this Lease, and (d) any failure payable by Tenant to Landlord on the part of next rent date after such expenditure. All rent and other amounts payable by Tenant under this Lease shall be and are hereby declared to be a valid and first lien upon Tenant’s interest in the Premises and upon the rents, issues and profits in any manner arising or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose growing out of the same, with Landlordand upon Tenant’s prior written consent (which consent may not interest in this Lease. In the event of any breach or threatened breach by Tenant of any of the covenants, agreements, terms or conditions contained in this Lease, Landlord shall be unreasonably withheld, delayed entitled to enjoin such breach or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 threatened breach and shall survive have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease. No receipt of monies by Landlord from Tenant after termination of this AgreementLease or after the giving of any notice of termination of this Lease shall reinstate, continue or extend the Term or affect any notice theretofore given to Tenant, or operate as a waiver of Landlord’s right to enforce the payment of rent and any other payments or charges herein reserved and agreed to be paid by Tenant then or thereafter falling due, or operate as a waiver of Landlord’s right to recover possession of the premises, it being agreed that after the service of notice to terminate this Lease or the commencement of suit or summary proceedings, or after final order or judgment for the possession of the premises, Landlord may demand, receive and collect any monies due or thereafter falling due without, in any manner, affecting such notice, proceeding, order, suit or judgment, all such monies collected being deemed payments on account of the use and occupation of the premises or at Landlord’s election on account of Tenant’s liability hereunder.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectindemnify, indemnify save harmless and hold harmless defend Landlord, its equity owners, officers, directors, managers, employees, representatives, and agents (collectively the "Landlord for, Parties") from and against any and all liabilitiesclaims, obligations, claimsactions, damages, penaltieslosses, causes of actionrisks, costs suits, judgments, decrees, orders, liability and reasonable expenses (includingexpense, including without limitation, reasonable attorneys’ fees)legal fees and costs, to the maximum extent permitted by law, imposed upon suffered or incurred by any of them directly or asserted against Landlord by reason indirectly, which arise out of, are occasioned by, or are in any way attributable to the following events occurring during the Term: (i) Tenant's use and occupancy of the followingLeased Premises; (ii) the conduct of Tenant's business; (iii) any activity, except work or thing done, permitted or suffered by Tenant in or about the Leased Premises; (iv) the condition of the Leased Premises during the Term; (v) any breach of any representation or warranty or default in the performance of any covenant or obligation to be performed by Tenant beyond the extent caused by Landlord’s gross negligence expiration of any applicable notice and cure periods under the terms of this Lease or willful misconduct: arising from any act, neglect, fault or omission of Tenant, its agents and servants; or (avi) any accident, injury to or death of persons or loss of any person or damage to any property occurring howsoever caused in or on or about any Property or portion thereof or adjoining sidewalks or rights of waythe Leased Premises during the Term, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under except to the extent that any of them such claims, actions, demands, judgments, damages, liabilities or Tenant’s Personal Property expenses arise from or are caused by the gross negligence or willful misconduct of Landlord or its agents, in which case Landlord shall indemnify and hold Tenant harmless from such claims. In case any litigation, action or proceeding or claim shall be brought against Landlord by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations reason of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, Tenant, upon receipt of notice from Landlord shall defend the same at Tenant's expense (excluding, however, any such claim to the extent caused by Xxxxxxxx's gross negligence or willful misconduct). THE FOREGOING INDEMNITY IS INTENDED TO INDEMNIFY LANDLORD AND THE LANDLORD PARTIES AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE (INCLUDING WITHOUT LIMITATION, LANDLORD'S AND LANDLORD PARTIES' SOLE OR CONCURRENT NEGLIGENCE), EXCLUDING, HOWEVER, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT BY LANDLORD OR ITS AGENTS, AND SHALL NOT TERMINATE UPON RELEASE OR OTHER TERMINATION OF THIS LEASE WITH RESPECT TO ANY CIRCUMSTANCE OR EVENT EXISTING OR OCCURRING PRIOR TO SUCH RELEASE OR TERMINATION, BUT WILL SURVIVE TERMINATION OF THIS LEASE. In the event of any action or proceeding asserted claim against which Xxxxxxxx is entitled to indemnification hereunder, Landlord or instituted against Landlord (Tenant, as applicable, shall immediately notify the other party of the same and shall not furnish such party with all relevant information concerning such action or claim, and Landlord shall be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the sameentitled, with Landlord’s prior written consent (which consent may not be unreasonably withheldat Xxxxxx's expense, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to participate in, and to the obligations set forth in Section 4.4 and shall survive extent that Landlord wishes, to assume the termination of this Agreementdefense thereof.

Indemnification of Landlord. Notwithstanding the existence Tenant hereby assumes all risks and waives all claims against Landlord for any damage to any property or any injury to or death of any insurance provided person in or about the Leased Premises arising at any time and from any cause whatsoever, other than by reason of the gross negligence or willful misconduct of Landlord and agrees to indemnify and defend Landlord from and against any and all claims or liability for herein any injury or damage to any person or property whatsoever occurring in, on or about the Leased Premises or any part thereof when such injury or damage shall be caused in part or in whole by gross negligence or wilful misconduct of Tenant, its agents, servants, employees or invitees. Tenant further agrees to indemnify, defend and without regard save harmless Landlord from and against any and all claims by or on behalf of any person, firm or corporation arising from the conduct of any work or thing whatsoever done by Tenant in or about the Leased Premises, or from transactions of Tenant concerning the Leased Premises, and will further indemnify, defend and save Landlord harmless from and against any and all claims arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the policy limits terms of this Lease, or arising from any such insuranceact or negligence of Tenant, Tenant shall protector any of its agents, indemnify contractors, servants, employees or licensees, and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitationcosts, reasonable attorneys’ counsel fees), to the maximum extent permitted by lawexpenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon. Furthermore, imposed upon in case any action or incurred by or asserted proceeding is brought against Landlord by reason of the followingany such claims or liability, except Tenant agrees to the extent caused by Landlord’s gross negligence defend such action or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by proceeding at Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable 's sole expense. The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 14.06 shall survive the expiration or termination of this AgreementLease with respect to any claims or liability occurring prior to such expiration or termination.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold Landlord and its elected officials, agents, officers, directors, contractors and employees (collectively, “Agents”) harmless Landlord forfrom, from and shall defend them against any and all liabilities, obligations, claims, damagesdemands, penaltiesdirect or vicarious liability, attorney fees, causes of actionaction or judgments, costs and reasonable expenses (includingdamage, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon injury or incurred by loss arising directly or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductindirectly out of: (a) any accident, injury to or death of persons or loss any Person, including employees of Tenant, or damage to or destruction of any property occurring in, on or about the Premises, or any Property or portion thereof or adjoining sidewalks or rights of waypart thereof, from any cause whatsoever, (b) any past, present default by Tenant in the observance or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under performance of any of them the terms, covenants or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a partyconditions of this Lease, (c) any Impositions that are the obligations use, occupancy or condition of Tenant to pay pursuant to the applicable provisions of this AgreementPremises or the activities therein by Tenant, its agents, or clients, customers, invitees, guests, members, licensees, and assignees (collectively, “Invitees”) or (d) any failure release or discharge, or threatened release or discharge, of any substance, waste or material which now or in the future is determined by any state, federal, or local governmental authority to be capable of posing a present or potential risk of injury to health, safety, the environment or property (collectively, “Hazardous Material”) caused or allowed by Tenant in, under, on or about the part Premises, or into the environment. This indemnity shall be enforceable regardless of the negligence of Landlord, and regardless of whether liability without fault is imposed or sought to be imposed on Tenant. This indemnity shall be enforceable except to the extent that such indemnity is void or otherwise unenforceable under applicable Law in effect on, or validly retroactive to, the date of this Lease. This indemnity includes all such loss, damage, injury, liability or claims as described above, loss predicated in whole or in part, upon active or passive negligence of Landlord or its Agents. This indemnity shall exclude claims, liability, damage or loss resulting solely and exclusively from the willful misconduct of Landlord which is not contributed to by any act of, or by any omission to perform some duty imposed by Law or agreement on, Tenant, its agents or invitees. In addition to Xxxxxx’s obligation to indemnify Landlord, Xxxxxx specifically acknowledges and agrees that it has an immediate and independent obligation to defend Landlord from any claim that actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent. Tenant’s obligation to defend shall arise at the time such claim is tendered to Tenant by Landlord and shall continue at all times thereafter. The foregoing indemnity obligation of Tenant shall include without limitation, indemnification from all loss and liability, including attorney’s fees, court costs and all other litigation expenses. This indemnification by Tenant shall begin from the first notice that any claim or anyone claiming under Tenant to perform demand is or comply with any of the terms may be made. The provisions of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and section shall survive the termination Termination of this AgreementLease with respect to any Damage, destruction, injury or death occurring prior to such Termination.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross 's negligence on willful misconduct or willful misconducta Landlord Default: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.Tenant

Indemnification of Landlord. Notwithstanding the existence of any insurance provided Except for herein and without regard to the policy limits of any such insuranceLandlord's negligence, Tenant shall protect, will indemnify and defend and hold harmless Landlord forand its beneficiaries, agents, representatives, and employees from and against any and all liabilitiesclaims, obligations, claimsactions, damages, penalties, causes of action, costs liability and reasonable expenses (including, without limitation, reasonable attorneys’ fees), expense with respect to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or persons, including loss of or life and damage to property occurring on including the loss of use thereof arising from or about out of any Property occurrence in, upon, or portion thereof at the Premises or adjoining sidewalks the Building, or rights the occupancy or use by Tenant of waythe Premises or any part thereof, (b) or the Building or any pastpart thereof, present occasioned wholly or future use, misuse, non-use, condition, management, maintenance in part by any act or repair by omission of Tenant, their agents, contractors, employees, invitees and servants, provided, however, that same shall not have been caused by or resulted from Landlord's acts, agents and employees, or negligence. In the event Landlord is made party to any Manager litigation commenced by or anyone claiming under against Tenant, then Tenant shall indemnify, defend and hold Landlord or their agents, successors, representatives, and employees harmless therefrom and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by them or any of them in connection with such litigation, other than same resulting from Landlord's acts or negligence, or the acts or negligence of Landlord's employees, agents, contractors, invitees and servants. Except for Tenant’s Personal Property 's negligence, Landlord will indemnify and defend and hold harmless Tenant and its beneficiaries, agents, representatives, and employees from and against any and all claims, actions, damages, liability and expense with respect to injury to persons, including loss of life and damage to property including the loss of use thereof arising from or out of any occurrence in, upon, or at the Premises or the Building, or the occupancy or use by Landlord of the Premises or any part thereof, or the Building or any part thereof, occasioned wholly or in part by any act or omission of Landlord, their agents, contractors, employees, invitees and servants, provided, however, that same shall not have been caused by or resulted from Tenant's acts, agents and employees, or negligence. In the event Tenant is made party to any litigation commenced by or against Landlord, then Landlord shall indemnify, defend and hold Tenant or their agents, successors, representatives, and employees harmless therefrom and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by them or any of them in connection with such litigation, proceeding other than same resulting from Tenant's acts or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenancenegligence, or repair thereof includingthe acts or negligence of Tenant's employees, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a partyagents, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementcontractors, invitees and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementservants.

Indemnification of Landlord. Notwithstanding any other terms, covenants and conditions contained in this Lease, the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, promptly indemnify and hold harmless the Landlord for, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) claims in connection with any accident, injury to or death of persons or any loss of or damage to property occurring on arising from or about out of any Property occurrence in, upon or portion thereof at the Premises, or adjoining sidewalks the occupancy or rights use by the Tenant of waythe Premises, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigationpart thereof, proceeding or claim occasioned wholly or in part by governmental entities any act, default, negligence or other third parties omission of the Tenant or by anyone permitted to which be on the Premises by the Tenant. If the Landlord is shall, without fault on the Landlord's part, be made a party to any litigation commenced by or participant against the Tenant, then subject to the judgment or order of a Court, the Tenant shall promptly indemnify and hold harmless the Landlord and shall pay all costs, expenses and legal fees incurred or paid by the Landlord in connection with such litigation, as Additional Rent, on demand. If the Tenant fails to conduct its defence in a vigorous and effective manner, the Landlord may, at its option and at the Tenant's expense, participate in or assume carriage of any litigation in which the Landlord is a co-defendant or settlement discussions relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenancethe foregoing, or repair thereof includingany other matter for which the Tenant is required to indemnify the Landlord under this Lease. Alternatively, failure the Landlord may require the Tenant at the Tenant's expense to perform obligations assume carriage of and responsibility for all or any part of such litigation or discussions. Without limiting the generality of the foregoing, the Tenant shall also pay all reasonable costs and expenses, including without limitation, any professional, consultant, and legal fees (other than Condemnation proceedingson a solicitor and his client basis) to which that may be reasonably incurred or paid by the Landlord is made in enforcing the terms, covenants and conditions in this Lease, unless a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable Court shall otherwise award. The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.07 shall survive the expiration or earlier termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding Unless caused by the existence acts, omissions or negligence of any insurance provided for herein and without regard to the policy limits of any such insuranceLandlord, its agents, servants or employees, Tenant shall protectwill defend, indemnify indemnify, and hold harmless Landlord for, from and against any and all liabilities, obligationsclaims, claimslosses, damages, penaltiesactions, causes of actionjudgments, costs costs, and reasonable expenses (including, including without limitation, limitation reasonable attorneys’ fees), to the maximum extent permitted by law, attorney’s fees and expenses) of every kind imposed upon or incurred by or asserted against Landlord or Landlord’s title in the Premises arising by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: in connection with (a) Tenant’s default under this Lease and the ownership by Tenant of the interest created in this Lease or Tenant’s possession, use, occupancy, or control of the Premises; (b) any accident, injury to or death of persons persons, or loss of or damage to property occurring on or about any Property or portion thereof the Premises or adjoining sidewalks or rights of waypublic passageways, (bc) any pastthe possession, present or future operation, use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations of the Premises; (other than Condemnation proceedings) to which Landlord is made a party, (cd) any Impositions that are the obligations of Tenant to pay pursuant damage to the applicable provisions of this Agreement, environment and any property and persons injured thereby; or (de) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementLease. Tenant, at its expense, shall contest, resist and If Tenant fails to defend any action seeking to impose any such claimliability, action or proceeding asserted or instituted Tenant will pay Landlord all reasonable costs, expenses, and attorney’s fees incurred by Landlord in effecting such defense, in addition to any other sums which Landlord may be called upon to pay by reason of the entry of a judgment against Landlord (and in the litigation in which such claim is asserted. Landlord shall not be responsible for the loss of or damage to property or injury to or death of persons occurring in or about the Premises by reason of any duplicative attorneys’ fees incurred existing or future condition, defect, matter, or thing in the Premises, or the property of which the Premises are a part, or for the acts, omissions, or negligence of other persons or tenants in and about the Premises; and Tenant agrees to defend, indemnity, and hold Landlord harmless from and against all claims and liability for same except such as are determined to have been caused by the acts, omissions or negligence of Landlord, its agents, servants or employees. Wherever Tenant has a duty hereunder to defend, indemnify and hold Landlord harmless. Landlord shall (a) give Tenant prompt notice of such claim, (b) grant Tenant sole authority to settle or may compromise or otherwise dispose defend such claim and (c) cooperate with Tenant in any reasonable manner in the defense of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementsuch claim.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns (hereafter the "Indemnitees," and when referred to singly, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)' fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of any Indemnitee resulting from, either directly or indirectly, the followingpresence in, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Environment or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with properties surrounding any of the terms Collective Leased Properties of this Agreementany Hazardous Substances. Tenant's duty herein includes, but is not limited to, indemnification for costs associated with personal injury or property damage claims as a result of the presence of Hazardous Substances in, upon or under the soil or ground water of any of the Collective Leased Properties in violation of any Applicable Law. Upon Notice from Landlord, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. The foregoing provisions hereof notwithstanding, resist and defend Tenant's indemnification of any such claim, action or proceeding asserted or instituted against Landlord (and Facility Mortgagee pursuant to this Section 4.4.3 shall not be responsible for any duplicative attorneys’ extend to or include the investigation and defense expenses (including, but not limited to, legal and consulting fees and expenses) incurred by such Facility Mortgagee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant incurred by Landlord in asserting any right under this Section 9.5 are in addition 4.4, including without limitation any right of indemnity under this Section 4.4.3 or otherwise arising from a failure of Tenant strictly to observe and perform the obligations set forth in Section 4.4 and foregoing requirements, which amounts shall survive bear interest from the termination of this Agreementdate incurred until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectprotect and indemnity Landlord and its partners, indemnify directors, officers, agents, employees and hold lenders (collectively, “Agents”) and save them harmless Landlord for, from and against any and all liabilitiesclaims, obligationsactions, claimsloss, damages, penaltiesliability, causes of action, costs cost and reasonable expenses expense (including, without limitation, reasonable court costs and attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or in connection with loss of or life, personal injury and/or damage to property occurring on arising from or out of any occurrence in, upon or about the Premises, or the occupancy or use by Tenant of the Premises or any Property part thereof, or portion thereof occasioned, wholly or adjoining sidewalks in part by any act or rights omission of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, its agents, contractors employees servants, tenants or concessionaires. Tenant shall further indemnify, protect and hold Landlord and its Agents harmless from and against any Manager and all claims arising from any breach or anyone claiming under default in performance of any of them or obligation on Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties part to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming be performed under Tenant to perform or comply with any of the terms of this AgreementLease, or arising from any act, neglect, fault or omission of Tenant by its agents, contractors, employees, servants, tenants or concessionaires, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. Tenant, at In case any action or proceeding shall be brought against Landlord and/or any of its expense, shall contest, resist and defend Agents by reason of any such claim, Tenant upon notice from Landlord or its Agents, shall defend the same at Tenant’s expense by counsel reasonably approved in writing by Landlord or its Agents, or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in any such action or proceeding asserted proceeding. The provisions of this Section 7.2 shall survive the expiration or instituted against Landlord (sooner termination of this Lease with respect to any claims or liability occurring prior to such expiration or termination and shall not be responsible for limited by reason of any duplicative attorneys’ fees incurred insurance carried by Landlord) , its Agents or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementTenant.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein in Article XIII, and without regard to the policy limits of any such insurance, Tenant shall will protect, indemnify indemnify, save harmless and hold harmless defend Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees' fees and expenses), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof adjoining sidewalks, including without limitation any claims of negligence, violation of resident rights, professional malpractice or adjoining sidewalks or rights of wayother claims, (b) any pastuse, present or future useoccupancy, possession, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any Tenant of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a partythe Leased Property, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this AgreementLease), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementLease, (e) any claims, damages, losses relating to the operation of the Facility including without limitation employment related claims, (f) any act, omission or negligence of Tenant, its agents, employees, invitees and others claiming by through or under Tenant. Any amounts which become payable by Tenant under this Section shall be paid within ten (10) days after liability therefor on the part of Tenant is determined by litigation or otherwise, and if not timely paid, shall bear a late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with same subject to Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)approval. The obligations of To the extent Tenant makes payments to Landlord under this Section 9.5 are in addition Article XXIII, Tenant shall become subrogated to the obligations set forth in Section 4.4 and rights of Landlord for insurance proceeds. Nothing herein shall survive the termination of this Agreementbe construed as indemnifying Landlord against its own negligent acts or omissions or willful misconduct.

Indemnification of Landlord. Notwithstanding the existence of any --------------------------- insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and ----------- ----------- shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding Tenant shall not do or permit any act or thing on or about the existence Leased Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any insurance provided for herein and without regard to the policy limits violation of Laws or of any legal requirement of any public authority or Private Restrictions but shall exercise such insurance, control over the Leased Premises as to fully protect Landlord against any such liability. Tenant shall protecthold harmless, indemnify and hold harmless Landlord fordefend Landlord, and its employees, agents and contractors, and any other person or entity claiming by, through or under Landlord, from and against all liabilitiesliability, obligationspenalties, claimslosses, damages, penaltiescosts, expenses, causes of action, costs and reasonable expenses claims and/or judgments (including, without limitation, including reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord ' fee) arising by reason of any death, bodily injury, personal injury or property damage (i) resulting from any cause or causes whatsoever (other than the followingnegligence or willful misconduct of Landlord or Landlord's agents, except employees or contractors to the extent caused by of Landlord’s gross negligence or willful misconduct: (a's liability under Paragraph 10.1) any accidentoccurring in, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof resulting from an occurrence in, on or adjoining sidewalks about the Leased Premises during the Lease Term, or rights (ii) resulting from the acts or omissions of wayTenant, its agents, employees and contractors, (biii) resulting from any failure by Tenant to perform and observe its covenants and obligations under this Lease, or (iv) any pastother matter or thing arising from Tenant's occupancy or use of, present or future useany action or omission of, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager its employees, agents, contractors, invitees or anyone claiming under any of them visitors on, about, adjacent to, or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenanceactivities at, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations use of Tenant to pay pursuant to the applicable Leased Premises. The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and Article shall survive the expiration or sooner termination of this Agreement.Lease. LOT B

Indemnification of Landlord. Notwithstanding With the existence exception of any insurance provided for herein and without regard to gross negligence or willful misconduct on the policy limits part of any such insurancethe Landlord, Tenant shall protectindemnify Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act of omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. Tenant shall further indemnify and hold Landlord harmless Landlord forfrom and against any and all claims arising from any breach or default in performance of any obligation on Tenant's part to be performed under the terms of this Sublease, or arising from any act, neglect, fault or omission of Tenant or its agents, contractors, employees, servants, tenants or concessionaires, and from and against all liabilitiescosts, obligationsattorneys' fees, claims, damages, penalties, causes of action, costs expenses and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon liabilities incurred in connection with such claim or incurred by any action or asserted proceeding brought thereon. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the followingsame at Tenant's expense by counsel approved in writing by Xxxxxxxx. Tenant, except as a material part of the consideration to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death hereby assumes all risk of persons or loss of or damage to property occurring on or injury to persons in, upon or about the Premises from any Property or portion thereof or adjoining sidewalks or rights cause whatsoever except (i) that which is caused by the failure of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties Landlord to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with observe any of the terms and conditions of this AgreementSublease where such failure has persisted for an unreasonable period of time after written notice of such failure, and (ii) Landlord's gross negligence or intentional misconduct. Tenant, at Tenant hereby waives all its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted claims in respect thereof against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, --------------------------- indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and ----------- ---------- all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair failure by Tenant, any the Manager or anyone any Person claiming by, through or under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant the Manager to perform or comply with any of the terms of this AgreementSection 4.3, except ----------- to the extent the same arise from the gross negligence or willful misconduct of Landlord or any other Indemnitee. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations incurred by Landlord and arising from a failure of Tenant under strictly to observe and perform the requirements of this Section 9.5 are in addition 4.3, which ----------- amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding Landlord shall not at any time be liable for any injury or death to persons including (but not limited to) customers and employees of Tenant, or loss, destruction or damage to property caused by water, rain, snow, frost, fire, storm, and accidents, occurring in, on, or about the existence Leased Premises, whether such shall be caused by or arise out of any insurance provided for herein and without regard to the policy limits act, omission, or negligence of Tenant or of any occupant, subtenant, visitor or user of any portion of the Leased Premises unless such insuranceinjury or death is caused by the gross negligence or intentional misconduct of Landlord or its employees or agents. Landlord shall not be liable for any breakage, stoppage or leakage of water, gas, heating, sewer pipes or plumbing, on, about, or adjacent to said Premises, unless such damage is caused by the gross negligence or intentional misconduct of Landlord or its employees or agents. Tenant shall shall, and does hereby, indemnify, protect, indemnify defend and hold harmless Landlord forLandlord, Landlord’s members, managers, agents and employees against and from any and against all claims, damages, liabilities, obligations, claims, damages, penaltieslosses, causes of action, costs and reasonable expenses (including, without limitationbut not limited to, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon fees and court costs) suffered or incurred by any or asserted all of the indemnified parties and arising from or as a result of, (a) Tenant’s use or occupancy of the Leased Premises, or from the conduct of its business, or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises; (b) any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease; or (c) any act or negligence of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and in case any action or proceeding be brought against Landlord any or all of the indemnified parties by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way), (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are above, then Tenant, upon notice from an indemnified party, shall defend the obligations of Tenant same at Tenant’s expense by counsel reasonably satisfactory to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementLandlord. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose as a material part of the sameconsideration to Landlord, with hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises and the Building, from any cause other than Landlord’s prior written consent (which consent may not be unreasonably withheldor its employees’ or agents’ gross negligence or intentional misconduct, delayed and Tenant hereby waives all other claims in respect thereof against Landlord. Tenant shall give prompt notice to Landlord in case of casualty or conditioned). The obligations of Tenant under this Section 9.5 are accidents in addition to or about the obligations set forth in Section 4.4 and shall survive Premises or the termination of this AgreementBuilding.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectdefend, indemnify and save and hold Landlord harmless Landlord for, from and against any and all liabilities, obligations, claimslosses, damages, injunctions, suits, actions, fines, penalties, causes of actionclaims, demands, costs and reasonable expenses (includingof every kind or nature, without limitation, including reasonable attorneys’ fees)fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Agreement, on Tenant’s part to be performed including but not limited to the maximum extent permitted by lawpayment of any fee, imposed cost or expense which Tenant is obligated to pay and discharge hereunder, (b) any accident, injury or damage which shall happen at, in or upon the Leased Property, however occurring; (c) any matter or incurred by or asserted against Landlord by reason thing growing out of the followingcondition, except occupation, maintenance, alteration, repair, use or operation by any person of the Leased Property, or any part thereof, or the operation of the business contemplated by this Agreement to be conducted thereon, thereat, therein, or therefrom; (d) any failure of Tenant or Subtenants to comply with the extent caused Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances, whether by Tenant, Subtenant or by any agent or invitee of Tenant or Subtenant; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property, whether by Tenant, Subtenant or by any agent of Tenant or Subtenant; (g) any fines, penalties, or refunds due and payable to Medicare or Medicaid arising out of the operation of the Leased Property by Tenant or Subtenant; or (h) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, provided, however, Tenant shall not be liable for or be obligated to indemnify Landlord from and against any damages resulting from Landlord’s gross negligence or willful misconduct: . THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD’S OWN NEGLIGENCE (a) any accidentBUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or UNLESS SPECIFICALLY OTHERWISE PROVIDED. Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform indemnity obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant under this Article and elsewhere in this Agreement arising prior to the applicable provisions termination or permitted assignment of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, Agreement shall contest, resist and defend survive any such claim, action termination or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementassignment.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) proceedings to which Landlord is made a party), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure -45- on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend (x) any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), (y) the termination or non-renewal of any ground, underlying or parking lease due to any act or omission of Tenant and (z) the loss or non-renewal of the Tax Exemption Decree due to any act or omission of Tenant. The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the expiration or sooner termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the applicable Leased Property or portion thereof or adjoining sidewalks or rights sidewalks, including, without limitation, any claims of waymalpractice, (b) any past, present or future use, user misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the applicable Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating related to any the applicable Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementthe applicable Lease), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of the applicable Lease. Notwithstanding the foregoing Tenant shall not be required to indemnify Landlord against any liabilities, obligations, claims, damages, penalties, causes of action, or costs that arise from events occurring after Landlord, or anyone claiming by, through or under Landlord (other than Tenant or anyone claiming by, through or under Tenant) shall take actual possession of the applicable Leased Property or directly result from the gross negligence or willful misconduct of Landlord. Tenant shall pay all amounts payable under this AgreementSection 9.8 within ten (10) days after demand therefor, and if not timely paid, such amounts shall bear interest at the overdue rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed withheld or conditioneddelayed). The obligations obligation of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.8 shall survive the termination of this Agreementthe applicable Lease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s 's gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold Landlord and its elected officials, agents, officers, directors, contractors and employees (collectively, “Agents”) harmless Landlord forfrom, from and shall defend them against any and all liabilities, obligations, claims, damagesdemands, penaltiesdirect or vicarious liability, attorney fees, causes of actionaction or judgments, costs and reasonable expenses (includingdamage, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon injury or incurred by loss arising directly or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductindirectly out of: (a) any accident, injury to or death of persons or loss any Person, including employees of Tenant, or damage to or destruction of any property occurring in, on or about the Premises, or any Property or portion thereof or adjoining sidewalks or rights of waypart thereof, from any cause whatsoever, (b) any past, present default by Tenant in the observance or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under performance of any of them the terms, covenants or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a partyconditions of this Lease, (c) any Impositions that are the obligations use, occupancy or condition of Tenant to pay pursuant to the applicable provisions of this AgreementPremises or the activities therein by Tenant, its agents, or clients, customers, invitees, guests, members, licensees, and assignees (collectively, “Invitees”) or (d) any failure release or discharge, or threatened release or discharge, of any substance, waste or material which now or in the future is determined by any state, federal, or local governmental authority to be capable of posing a present or potential risk of injury to health, safety, the environment or property (collectively, “Hazardous Material”) caused or allowed by Tenant in, under, on or about the part Premises, or into the environment. This indemnity shall be enforceable regardless of the negligence of Landlord, and regardless of whether liability without fault is imposed or sought to be imposed on Tenant. This indemnity shall be enforceable except to the extent that such indemnity is void or otherwise unenforceable under applicable Law in effect on, or validly retroactive to, the date of this Lease. This indemnity includes all such loss, damage, injury, liability or claims as described above, loss predicated in whole or in part, upon active or passive negligence of Landlord or its Agents. This indemnity shall exclude claims, liability, damage or loss resulting solely and exclusively from the willful misconduct of Landlord which is not contributed to by any act of, or by any omission to perform some duty imposed by Law or agreement on, Tenant, its agents or invitees. In addition to Tenant’s obligation to indemnify Landlord, Tenant specifically acknowledges and agrees that it has an immediate and independent obligation to defend Landlord from any claim that actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent. Tenant’s obligation to defend shall arise at the time such claim is tendered to Tenant by Landlord and shall continue at all times thereafter. The foregoing indemnity obligation of Tenant shall include without limitation, indemnification from all loss and liability, including attorney’s fees, court costs and all other litigation expenses. This indemnification by Tenant shall begin from the first notice that any claim or anyone claiming under Tenant to perform demand is or comply with any of the terms may be made. The provisions of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and section shall survive the termination Termination of this AgreementLease with respect to any Damage, destruction, injury or death occurring prior to such Termination.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property during the Term and any other time that Tenant shall be in possession of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the date hereof. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.3, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be possession of any Leased Property) in, upon or under the soil or ground water of the Collective Leased Properties or any properties surrounding the Collective Leased Properties of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair failure by Tenant, any the Manager or anyone any Person claiming by, through or under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant the Manager to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the gross negligence or willful misconduct of Landlord or any other Indemnitee. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of such presence prior to the expiration or sooner termination of the Term and the surrender of the Collective Leased Properties to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of any of the Collective Leased Properties in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations incurred by Landlord and arising from a failure of Tenant under strictly to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s 's gross negligence or willful misconduct: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s 's Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in SECTION 4.3.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section SECTION 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall will protect, indemnify and hold save harmless Landlord for, and Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses expense (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, ' fees and expenses) imposed upon or incurred by or asserted against Landlord or against Mortgagee by reason of the following, except to occurrence or existence of any of the extent caused following during the Term and the period of holdover by Landlord’s gross negligence or willful misconductTenant: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Premises or any Property or portion part thereof or occurring on or about the adjoining sidewalks sidewalks, curbs, vaults and vault space, if any, streets or rights ways as a result of wayor in connection with Tenant's use or occupancy of the Premises, (bii) any past, present or future use, misuse, non-nonuse or condition of the Premises or any part thereof or any use, conditionnonuse or condition of the adjoining sidewalks, managementcurbs, maintenance vaults and vault space, if any, streets or repair by ways resulting from Tenant, any Manager 's use or anyone claiming under any occupancy of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a partythe Premises, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (diii) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementLease, or (iv) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Landlord or against Mortgagee by reason of any such occurrence, Tenant, upon request, will at its expense, shall contest, Tenant's expense resist and defend any such claimaction, action suit or proceeding asserted or instituted against cause the same to be resisted and defended by counsel designated by Tenant and reasonably approved by Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)Mortgagee. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the any termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insuranceTenant will defend, Tenant shall protectindemnify, indemnify and hold harmless Landlord for, from and against any and all liabilities, obligationsclaims, claimslosses, damages, penaltiesactions, causes of actionjudgments, costs costs, and reasonable expenses (including, including without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, limitation attorney's fees and expenses) of every kind imposed upon or incurred by or asserted against Landlord or Landlord's title in the Premises arising by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: in connection with (a) the making of this Lease and the ownership by Tenant of the interest created in this Lease or Tenant's possession, use, occupancy, or control of the Premises; (b) any accident, injury to or death of persons persons, or loss of or damage to property occurring on or about any Property or portion thereof the Premises or adjoining sidewalks public passageways not caused, by Landlord's negligent act or rights of waywillful misconduct, (bc) any pastthe possession, present or future operation, use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations of the Premises; (other than Condemnation proceedings) to which Landlord is made a party, (cd) any Impositions that are damage to the obligations environment and `any property and persons injured thereby; (e) a claim by any employee, agent, or contractor of Tenant that would be subject to pay pursuant to the applicable provisions of this Agreement, and workers' compensation laws if Tenant provided workers' compensation coverage; (df) any failure on the part of Tenant to perform or anyone claiming under comply with any of the terms of the covenants and agreements applicable to the Premises or to Landlord as owner of the Premises; and (g) any failure on the part of Tenant to perform or comply with any of the terms of this AgreementLease. TenantLANDLORD'S NEGLIGENT ACT SHALL BE UNDERSTOOD TO REQUIRE THE AFFIRMATIVE ACT OF LANDLORD AND SHALL EXCLUDE ANY CLAIM OR DETERMINATION OF NEGLIGENCE BASED UPON AN OMISSION, at its expenseA CONDITION OF THE PREMISES, shall contest, resist THE MAKING OF THE LEASE OR THE PERFORMANCE BY LANDLORD OF ANY OBLIGATION OF TENANT HEREUNDER IN THE EVENT OF TENANT'S DEFAULT. If Tenant fails to undertake defense of Landlord when required to do so by this Article XVI and it becomes necessary for Landlord to defend any action seeking to impose any such claimliability, action or proceeding asserted or instituted Tenant will pay Landlord all costs, expenses, and attorney's fees incurred by Landlord in effecting such defense, in addition to any other sums which Landlord may be called upon to pay by reason of the entry of judgment against Landlord in the litigation (including arbitration, mediation, and appeals from any of the same) in which such claim is asserted. Landlord shall not be responsible for the loss of or damage to property or injury to or death of persons occurring in or about the Premises by reason of any duplicative attorneys’ fees existing or future condition, defect, matter, or thing in the Premises, or the property of which the Premises are a part, or for the acts, omissions, or negligence of other persons or tenants in and about the Premises; and Tenant agrees to defend, indemnify, and hold Landlord harmless from and against all claims and liability for same. Nothing in this section shall release or relieve Landlord from any of its warranty obligations set forth in Exhibit C hereto, nor shall the indemnity obligations of Tenant extend to or cover any claims, liabilities, losses, damages, actions, judgments, costs or expenses suffered or incurred by Landlord) or may compromise or otherwise dispose Landlord in the performance of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)'s Work. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and this Article XVI shall survive the expiration of the Term or sooner termination of this Agreement.Lease with respect to matters within Tenant's obligations which occur during the Term. 17