Common use of General Indemnification Clause in Contracts

General Indemnification. (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, (on a Grossedan after-Up Basis, tax basis in accordance with Section 7.5) from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action, omission or any portion thereof subject to any limitations set forth in the Operative Documentsnegligence by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing initial Advance Date or after the Lease Expiration Termination Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; (iiib) any Participation Agreement System, Equipment or any part thereof or interest therein; or (c) the regulation of the ownershipacquisition, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation of each Leased Propertysubstitution, each Site storage, transfer or any part thereoftitle, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offerredelivery, use, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including any sale pursuant to Section 4.3 of title the Lease or any sale pursuant to Article XVI of the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein in any System or improvements thereto Equipment or the failure imposition of any Lien (or incurrence of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims : (i) claims or penalties arising from any violation of law law, including Applicable Laws or in tort (whether arising under principles of strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, clean-up costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverablediscoverable by Lessee or any Indemnitee, (iv) any Claim based upon a violation Claims resulting from the existence or alleged violation of the terms Release of any restriction, easement, condition Hazardous Materials from or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property any System or any part thereof, Equipment and (v) any Claim for patent, trademark trademark, trade name or copyright infringement; (d) the offer, and Claims arising from any public improvements with respect to a Leased Property issuance, sale or a Site resulting in any change delivery of the Notes or special assessments being levied against such Leased Property the Certificates; (e) the breach or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a alleged breach by the Lessee of any of its covenants under representation or warranty made by it or deemed made by it in any Operative Document, ; (f) the transactions contemplated hereby or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; or the occurrence of (g) any Default other agreement entered into or Event of Default, or the material inaccuracy of any information provided assumed by any such party to any third party Lessee in connection with any System or Equipment (including, in each case, matters based on or arising from the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence negligence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimIndemnitee). Lessee shall not be entitled required to credit against any payments due to an Indemnitee indemnify under this Section 7.1 both for (x1) as to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee or to the extent resulting from a material breach of representations, warranties or covenants of such Indemnitee, (2) any insurance recoveries received by such Indemnitee Claims in respect of the matters described herein under or from insurance paid for by any Person Taxes (such Claims to be subject to Section 7.2), other than a payment necessary to make payments under this Section 7.1 on an after-tax basis, (3) as to an Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is responsible for Participation Agreement discharging under the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee Operative Documents, and (y4) as to an Indemnitee, any other indemnity amount received by such Indemnitee in respect of such matters Claim resulting from a Person (other than the Lessor) unrelated to such Indemnitee's failure to distribute funds properly.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; PROVIDED, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. (ai) Subject In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to clauses (b) and (f) belowall of the Company's other obligations under the Transaction Documents, the Lessee will indemnifyCompany shall defend, defend protect, indemnify and hold harmless each Indemnitee harmlessBuyer and each other holder of the Securities and all of their stockholders, on a Grossed-Up Basispartners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all Claims actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out irrespective of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as a party to such matter the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other Person certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and whether arising out of or not resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by such Claim arises Buyer pursuant to Section 4(i), or accrues prior (iv) the status of such Buyer or holder of the Securities as an investor in the Company pursuant to the Closing Date or after transactions contemplated by the Lease Expiration Date):Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. (i) each Leased PropertyPromptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, each Sitesuch Indemnitee shall, if a claim for indemnification in respect thereof is to be made against any indemnifying party under this Section 9(k), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of the Indemnitee, the Lessee Collateral orrepresentation by such counsel of the Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding. Legal counsel referred to in the immediately preceding sentence shall be selected by the Buyers holding at least a majority of the Securities issued and issuable hereunder. The Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities. The indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in each caserespect to such Indemnified Liabilities or litigation, any part thereof; (ii) requires any admission of the Operative Documents or any of the transactions contemplated therebywrongdoing by such Indemnitee, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) obligates or requires an Indemnitee to take, or refrain from taking, any action. Following indemnification as provided for hereunder, the regulation indemnifying party shall be subrogated to all rights of the ownershipIndemnitee with respect to all third parties, constructionfirms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 9(k), installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only except to the extent that the Indemnitee indemnifying party is subjected prejudiced in its ability to defend such action. (ii) The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred. (iii) Except where the following damages have been awarded to a third party and a party hereto has a duty of indemnification with respect to such regulation as a result third party claim, in no event shall any claim for incidental, special, punitive or consequential damages of its being a any nature whatsoever be made by any party to or beneficiary of the Operative Transaction Documents or its involvement in the transactions any other certificate, instrument or document contemplated in the Operative Documents;hereby or thereby. (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other The indemnity agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee contained herein shall be entitled in addition to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect cause of action or similar right of the matters described herein under Indemnitee against the indemnifying party or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee others, and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than liabilities the Lessor) unrelated indemnifying party may be subject to such Indemniteepursuant to the law.

General Indemnification. (a) Subject Lessee hereby assumes liability for, and does hereby agree, and shall require any sublessee or assignee to clauses (b) and (f) belowagree, the Lessee will to indemnify, defend protect, save, defend, and hold each Indemnitee harmless, on a Grossed-Up Basis, harmless the Indemnitees from and against any and all Claims obligations, fees, liabilities, losses, damages, claims, demands, actions, suits, judgments, costs and expenses, including reasonable legal expenses of every kind and nature whatsoever and whether or not indemnified by any other Person (which may include collectively, "Expenses") imposed on, incurred or suffered by, or asserted against any Indemnitee, in any way relating to, based on or arising out of: 42 -------------------- * Confidential (i) the outstanding Operative Documents and any other document entered into in connection with this Lease Balance or any sublease or transfer or any transactions contemplated hereby or thereby; (ii) the ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improvement, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition of the Aircraft, or any portion thereof subject (including the Airframe and each Engine or any engine used with the Airframe), or otherwise in connection with or with respect to the transactions contemplated by the Operative Documents, whether or not such ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improving, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any limitations set forth Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition is in compliance with the terms of the Operative Documents, including, without limitation, payments limited any of such as may arise from (i) loss or damage, loss or harm to the applicable Recourse Deficiency Amount) that directly any property or indirectly relate to, result from or arise out death of or are alleged injury to relate toany Person, result from (ii) patent or arise out of latent defects in the Aircraft or any of the following portion thereof (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Propertydiscoverable), each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownershipany claims based on strict liability in tort or otherwise, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim claims based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for on patent, trademark or copyright infringement, and Claims (v) any claims based on liability arising from under any public improvements with respect to a Leased Property applicable environmental or a Site resulting in noise or pollution control law or regulation; (iii) any change breach or special assessments being levied against such Leased Property or such Site failure on the part of Lessee or any plans sublessee to modifyperform, widen observe or realign comply with any street of the terms of the Operative Documents, or highway adjacent to the falsity or inaccuracy of any Leased Property representation or warranty of Lessee under the Operative Documents or any Claim for utility “tap-in” feesother instrument or agreement executed in connection with this Lease which falsity has a material and adverse effect on the Indemnitee; (iv) the enforcement by Lessor of the terms of the Operative Documents; or (v) a breach the ongoing trustee fees of Lessor during the Term. (b) Lessee agrees that any payment or indemnity pursuant to this Section 12.1 in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by the recipient with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in the United States, or under the laws of any taxing authority or governmental subdivision of a foreign country, or any territory or possession of the 43 United States or any international authority, shall be equal to the amount of such Expense. If any Indemnitee shall actually realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 12.1(b) and such savings is not otherwise taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings realized, or (ii) the amount of all payments pursuant to Section 12.1(a) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 12.1(b)). (c) Lessee shall give each Indemnitee prompt notice of any occurrence, event or condition known to Lessee as a consequence of which any Indemnitee may be entitled to indemnification hereunder. Lessee shall forthwith upon demand of any such Indemnitee reimburse such Indemnitee for reasonable expenses actually incurred by it in connection with any of the foregoing or pay such amounts directly. (d) Lessee shall be subrogated to an Indemnitee's rights in any matter with respect to which Lessee has actually reimbursed such Indemnitee for amounts expended by it or has actually paid such amounts directly pursuant to this Section 12.1 (other than any claim against another Indemnitee or against any insurance maintained by an Indemnitee). (e) In case any action, suit or proceeding is brought against any Indemnitee in connection with any Expense indemnified against hereunder, such Indemnitee shall, promptly after receipt of notice of the commencement of such action, suit or proceeding, notify Lessee thereof, enclosing a copy of all papers served upon such Indemnitee; provided that the failure to provide such notice shall not release Lessee from any of its covenants under any Operative Documentobligations to indemnify hereunder, except to the extent that such failure precludes Lessee's ability to defend or resist such action. Lessee may, provided that Lessee has acknowledged in writing its responsibility for such Expense hereunder, and upon such Indemnitee's request shall, at Lessee's expense, resist and defend such action, suit or proceeding, or a misrepresentation cause the same to be resisted or defended by the Lessee (including any omission counsel selected by Lessee that makes and reasonably satisfactory to such Indemnitee and in the event of any representation made failure by Lessee materially misleadingto do so, Lessee shall pay all costs and expenses (including, without limitation, reasonable legal expenses, including but not limited to attorney's fees and expenses) in any Operative Document or in any certificate or other document delivered incurred by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party Indemnitee in connection with such action, suit or proceeding. Notwithstanding the preparation by such third party of a report foregoing, Lessee shall not be entitled to assume responsibility for or other document required to participate in or be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or consulted with respect to any Leased Propertyaction, suit or proceeding if (i) such proceeding will involve a material risk of the sale, forfeiture or loss of, or creation of any SiteLien on, title thereto, any interest therein the Aircraft or any Basic Rent part thereof unless in such event Lessee shall have posted a bond or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished other security reasonably satisfactory to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee affected Indemnitees in respect of such matters from risk, or (ii) such action, suit or proceeding could, in the good faith opinion of the Indemnitee, entail any risk of criminal liability, or (iii) in the written opinion of counsel to the Indemnitee, an actual or potential conflict of interest exists and it is advisable for such Indemnitee and Lessee to be represented by separate counsel. In all cases in which Lessee is entitled to and has assumed the defense of a Person claim, the Indemnitee may participate at its own expense with its own counsel in any action, suit or proceeding defended by counsel selected by Lessee pursuant to the preceding provisions. (f) Provided that no Event of Default has occurred and is continuing, no Indemnitee shall enter into a settlement or other than compromise with respect to any Expense without the Lessorprior written consent of Lessee so long as (i) unrelated Lessee has agreed in a writing acceptable to such IndemniteeIndemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, and (ii) Lessee has provided such evidence, certifications and assurances as such Indemnitee may reasonably request that Lessee has the ability to promptly pay any such Expense in full. (g) Lessee's obligations under the indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Lessee pursuant to any provision of this Agreement may proceed directly against Lessee without first seeking to enforce any other right of indemnification. (h) The obligations of Lessee under this Section 12.1 shall survive the expiration or earlier termination of this Lease.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; provided that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning material claims, violations, regulations or enforcement relating to the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien other than a Lessor Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien other than a Lessor Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased the Property, any SiteImprovements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except with respect to any of the foregoing Lessor Liens and Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andor (viig) subject to the accuracy of Lessor's representation set forth in Section 6.1(a), the transactions contemplated by this Lease or by any Environmental Claim. other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 26.1 for any of the following: (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, (3) any Claim to the extent attributable to acts or events occurring after the expiration of the Term or the return or remarketing of the Property so long as the Lessor is not exercising remedies against the Lessee in respect of the matters described herein under Operative Documents, and (4) any Claim arising from a breach or from insurance paid for alleged breach by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by of any agreement entered into in connection with the Lessee assignment or participation of Rent. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under this Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 26.1, this Section 26.1 shall be construed as an indemnity amount received by such Indemnitee in respect only and not a guaranty of such matters from a Person (other than residual value of the Lessor) unrelated to such IndemniteeProperty.

General Indemnification. (a) Subject Lessee hereby assumes liability for, and does hereby agree, and shall require any Permitted Sublessee or assignee to clauses (b) and (f) belowagree, the Lessee will to indemnify, defend protect, save, defend, and hold each Indemnitee harmless, on a Grossed-Up Basis, harmless the Indemnitees from and against any and all Claims obligations, fees, liabilities, losses, damages, claims, demands, actions, suits, judgments, costs and expenses, including reasonable legal expenses of every kind and nature whatsoever (which may include collectively, "Expenses") imposed on, incurred or suffered by, or asserted against any Indemnitee, in any way relating to, based on or arising out of: (i) this Lease and any other document entered into in connection with this Lease or any Permitted Sublease or transfer or any transactions contemplated hereby or thereby; (ii) the outstanding Lease Balance ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improvement, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition of the Aircraft, or any portion thereof subject (including the Airframe and each Engine or any engine used with the Airframe), or otherwise in connection with or with respect to the transactions contemplated by this Lease, whether or not such ordering, purchase, documentation, importation, exportation, acceptance or rejection, manufacture, construction, design, condition, modification, airworthiness, alteration, registration, fitness for use, merchantability, ownership, improving, insuring, titling or retitling, registration or re-registration, licensing, financing, refinancing, delivery, non-delivery, control, transportation, testing, overhaul, repair, imposition of any limitations set forth Lien, leasing, re-leasing, possession, use, operation, maintenance, location, storage, removal, replacement, return, sale, abandonment, any transfer of any kind or other disposition is in compliance with the Operative Documentsterms of this Lease, including, without limitation, payments limited any of such as may arise from (i) loss or damage, loss or harm to the applicable Recourse Deficiency Amount) that directly any property or indirectly relate to, result from or arise out death of or are alleged injury to relate toany person, result from (ii) patent or arise out of latent defects in the Aircraft or any of the following portion thereof (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Propertydiscoverable), each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownershipany claims based on strict liability in tort or otherwise, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim claims based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for on patent, trademark or copyright infringement, and Claims (v) any claims based on liability arising from under any public improvements applicable environmental or noise or pollution control law or regulation; (iii) any breach or failure on the part of Lessee or any Permitted Sublessee to perform, observe or comply with any of the terms of this Lease, or the falsity or inaccuracy of any representation or warranty of Lessee under this Lease or any other instrument or agreement executed in connection with this Lease which falsity has a material and adverse effect on the Indemnitee; or 38 (iv) the enforcement by Lessor of the terms of this Lease. (b) Lessee agrees that any payment or indemnity pursuant to this Section 12.1 in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by the recipient with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in the United States, or under the laws of any taxing authority or governmental subdivision of a Leased Property foreign country, or any territory or possession of the United States or any international authority, shall be equal to the excess, if any, of (i) the amount of such Expense, over (ii) the net reduction in Taxes required to be paid by such recipient by reason of the accrual or payment of such Expense. For purposes of the foregoing, it shall be assumed that each Indemnitee is subject to tax at the highest marginal rate imposed on or measured by the income of corporations in each applicable taxing jurisdiction. (c) Lessee shall give each Indemnitee prompt notice of any occurrence, event or condition known to Lessee as a Site resulting consequence of which any Indemnitee may be entitled to indemnification hereunder. Lessee shall forthwith upon demand of any such Indemnitee reimburse such Indemnitee for reasonable expenses actually incurred by it in connection with any of the foregoing or pay such amounts directly. (d) Lessee shall be subrogated to an Indemnitee's rights in any change matter with respect to which Lessee has actually reimbursed such Indemnitee for amounts expended by it or special assessments being levied against has actually paid such Leased Property or such Site or any plans amounts directly pursuant to modify, widen or realign any street or highway adjacent this Section 12.1. Lessee shall not be entitled to any Leased Property or any Claim exercise its subrogation rights hereunder for utility “tap-in” fees;so long as an Event of Default has occurred and is continuing hereunder. (ve) In case any action, suit or proceeding is brought against any Indemnitee in connection with any Expense indemnified against hereunder, such Indemnitee shall, promptly after receipt of notice of the commencement of such action, suit or proceeding, notify Lessee thereof, enclosing a breach by copy of all papers served upon such Indemnitee; provided that the failure to provide such notice shall not release Lessee of from any of its covenants under any Operative Documentobligations to indemnify hereunder, except to the extent that such failure precludes Lessee's ability to defend or resist such action. Lessee may, provided that Lessee has acknowledged in writing its responsibility for such Expense hereunder, and upon such Indemnitee's request shall, at Lessee's expense, resist and defend such action, suit or proceeding, or a misrepresentation cause the same to be resisted or defended by the Lessee (including any omission counsel selected by Lessee that makes and reasonably satisfactory to such Indemnitee (provided such claim relates solely to one or more Expenses or can be severed from other claims; if not, Lessee shall be consulted by such Indemmitee and be allowed, at Lessee's sole cost and expense, to participate therein) and in the event of any representation made failure by Lessee materially misleadingto do so, Lessee shall pay all costs and expenses (including, without limitation, reasonable legal expenses, including but not limited to attorney's fees and expenses) in any Operative Document or in any certificate or other document delivered incurred by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party Indemnitee in connection with the preparation by such third party action, suit or proceeding. (f) Provided that no Event of Default has occurred and is continuing, no Indemnitee shall enter into a report settlement or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or compromise with respect to any Leased PropertyExpense without the prior written consent of Lessee so long as (i) Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, and (ii) Lessee 39 has provided such evidence, certifications and assurances as such Indemnitee may reasonably request that Lessee has the ability to promptly pay any Sitesuch Expense in full. (g) Lessee's obligations under the indemnities provided for in this Agreement shall be those of a primary obligor, title thereto, any interest therein whether or any Basic Rent or Supplemental Rent, including any Liens which arise out of not the possession, use, occupancy, construction, repair or rebuilding Person indemnified shall also be indemnified with respect to the same matter under the terms of any Leased Property other document or instrument, and the Person seeking indemnification from Lessee pursuant to any Site or by reason provision of labor or materials furnished or claimed this Agreement may proceed directly against Lessee without first seeking to have been furnished to the Lessee, or enforce any other right of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andindemnification. (viih) any Environmental Claim. The obligations of Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect 12.1 shall survive the expiration or earlier termination of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemniteethis Lease.

General Indemnification. (a) Subject The Lessee agrees, whether or not any ----------------------- of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien other than a Lessor Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien other than a Lessor Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased the Property, any SiteImprovements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except with respect to any of the foregoing Lessor Liens and Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andor (viig) subject to the accuracy of Lessor's representation set forth in Section 6.1(a), the transactions contemplated by this Lease or by any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee other -------------- Operative Document, in respect of the matters application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described herein under or from insurance paid for by any Person other than in Section 4975(c) of the Indemnitee or Code; --------------- Section 26.1 shall be construed as an Affiliate thereof or assigned to indemnity only and not a guaranty of ------------ residual value of the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeProperty.

General Indemnification. (a) Subject Lessee agrees to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against any and all Claims (which may include arising out of the outstanding Lease Balance acts, or failures to act, of Lessee or any portion thereof subject to any limitations set forth of its subtenants (existing now or in the Operative Documentsfuture) prior to the expiration or earlier termination of the Term and including any period during which the Lessee is a month-to-month tenant under clause (x) of Section 8.5 (whether during the Lease Term, or prior to the Closing Date), whenever they may be suffered, imposed on or asserted against any Indemnitee, arising out of (i) the acquisition, ownership, leasing, subleasing, assignment, transfer of title, sale, financing, refinancing, renewal, return, disposition, operation, possession, use, non-use, maintenance, modification, alteration, reconstruction, restoration, substitution, or replacement of the Property or the Lease, or from the granting by Lessor at Lessee’s request of easements, licenses or any similar rights with respect to all or any part of the Property, or from the construction, design, purchase or condition of the Property (including any Claims (whether by Governmental Authority or other Person) arising, directly or indirectly, out of the actual or alleged presence, use, storage, generation, Release or threat of Release of any Hazardous Materials, and any Claims for patent, trademark or copyright infringement and latent or other defects, whether or not discoverable), including any liability under Applicable Laws (including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that any Claims arising directly or indirectly relate toout of any actual or alleged violation, result from now or hereafter existing, of any Environmental Laws), (ii) the Lease Operative Documents or the Operative Documents or any modification, amendment or supplement thereto (A) if the Indemnitee is Lessor, only to the extent arising out of the operation, maintenance, use or possession of the Property by Lessee, whether before or after the Closing Date and (B) if the Indemnitee is any other Person, such indemnity is including, without limitation, any Claims made against the Servicer, any Holder, the Indenture Trustee, and any special servicer in connection with the Overall Transaction, whether or not arising out of the operation, maintenance, use or possession of the Property by Lessor, (iii) the non-compliance of the Property with Applicable Laws (including because of the existence of the Permitted Liens), (iv) without limiting any other indemnity herein, any other matters relating to the Property or any operations thereon, and not already covered by this Section 19.1(a), to the extent such matters arise out of the operation, maintenance, use or are alleged possession of the Property by Lessee or any subtenants, whether before or after the Closing Date, including matters relating to relate toEnvironmental Laws or Hazardous Materials, result from the breach by Lessee or arise out Guarantor of any of its representations, warranties, covenants and obligations in this Lease or the following (whether Guaranty, as applicable, or not any such Indemnitee is indemnified as to such matter by any other Person and Operative Documents or Lease Operative Documents whether or not such Claim arises or accrues prior to the Closing Date or after date of this Lease, (v) the Lease Expiration Date): (i) each Leased Property, each Site, the business and activities of Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated therebysubtenants, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only except to the extent that the Indemnitee is subjected arising out of relationships between Lessor and Lessee not related to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; this transaction, (ivvi) the offercost of any Remedial Action, financingassessment, refinancingcontainment, inspectionmonitoring, mortgaging, pledging, granting treatment and/or removal of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of any and all Hazardous Materials from all or any part portion of each Leased the Property or any product produced therewithsurrounding areas over which Lessee has responsibility, each Site the cost of any actions taken in response to a release or threat of release of any interest therein Hazardous Materials on, in, under, relating to or improvements thereto or the failure to perform or accomplish affecting any portion of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereofsurrounding areas over which Lessee has responsibility to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, any Claim for patentsafety, trademark welfare or copyright infringementthe environment, and Claims arising from any public improvements costs incurred to comply with respect to a Leased Property or a Site resulting Environmental Laws in any change or special assessments being levied against such Leased Property or such Site connection with all or any plans to modify, widen or realign any street or highway adjacent to any Leased portion of the Property or any Claim for utility “tap-in” fees; surrounding areas over which Lessee has responsibility, (vvii) a breach by the Lessee of any of its covenants under any Operative Document, Lease Default or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Lease Event of Default, (viii) any litigation, suit, cause of action, writ, decree, injunction, order, judgment, proceeding or Claim now or hereafter asserted against the material inaccuracy Property, Lessor (by virtue of its ownership of, leasing or financing of the Property), or Lessee or any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or subtenants with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or this Lease, and (ix) any Site defects in title caused, created or permitted by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or anyone acting by, through or under Lessee. Lessee acknowledges that the foregoing includes any costs incurred by Lessor, the Indenture Trustee or the Servicer (or special servicer) in performing any inspections of its contractors any Property if such inspection reveals a violation by Lessee of Section 8.5. Lessee shall not be required to indemnify any Indemnitee under this Section 19.1 for any Claim to the extent resulting from (A) the willful misconduct or agents gross negligence or breach of representation or warranty of such Indemnitee or a member of such Indemnitee’s Group, (B) any amounts payable under the Debt Documents unless such amounts are payable by reason Lessee under this Lease or any other Lease Operative Document, (C) any acts or events to the extent first occurring after the expiration of the financing Lease Term and return of the Property to Lessor in the condition required in this Lease (but any personality or equipment purchased or leased indemnification first arising after the expiration of the Term (and not otherwise covered hereby) shall include only those matters relating to Lessee’s failure to return the Property in the condition required), (D) any taxes, except to the extent covered in Section 19.2 of this Lease, (E) any voluntary transfers of the Property made by Lessor (other than arising out of a Lease Event of Default by Lessee), and (F) any voluntary transfer of the Property made by the Lessee or Alterations constructed Indenture Trustee (other than arising out of a Lease Event of Default by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim). Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) 19.1 any insurance recoveries or other reimbursements received by such the Indemnitee to be indemnified in respect of the matters described herein related Claim under or from insurance paid for for, directly or indirectly, by any Person other than the Indemnitee or an Affiliate thereof Lessee or assigned to the Lessor by Lessee, to the Lessee extent such insurance recoveries exceed such Indemnitee’s costs and expenses incurred in recouping such insurance recovery. The foregoing indemnity (y) and any other indemnity amount received made by Lessee herein, including, without limitation, in Sections 4.3 and 19.2(b)(v)) applies to all matters herein, including, without limitation, any of the same that are caused in whole or in part by the sole or concurrent negligence of any Indemnitee. (b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitee shall give prompt notice thereof to Lessee, provided that failure to so notify Lessee shall not reduce Lessee’s obligations to indemnify any Indemnitee hereunder unless and only to the extent such failure results in additional liability on Lessee’s part. Lessee shall be entitled, at its expense, acting through counsel selected by Lessee (and reasonably satisfactory to such Indemnitee), to participate in, and, to the extent that Lessee desires to assume and control, in consultation with Indemnitee, the negotiation, litigation and/or settlement of any such Claim (subject to the provisions of the last sentence of subparagraph (c) of this Section 19.1). Such Indemnitee may (but shall not be obligated to) participate in a reasonable manner at its own expense (unless Lessee is not properly performing its obligations hereunder) and with its own counsel in any proceeding conducted by Lessee in accordance with the foregoing. If Lessee shall defend the Indemnitee in any such suit or proceeding, then, unless such Indemnitee shall determine (in its reasonable discretion) that a conflict of interest exists between Lessee and such Indemnitee, Lessee shall not be obligated to reimburse the Indemnitee for the cost of such Indemnitee’s attorneys’ fees or expenses incurred in connection with such suit or proceeding. (c) Each Indemnitee shall at Lessee’s expense supply Lessee with such information and documents reasonably requested by Lessee in connection with any Claim for which Lessee may be required to indemnify any Indemnitee under this Section 19.1. Unless a Lease Event of Default is continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim for which indemnification is required under this Section 19.1 without the prior written consent of Lessee. Lessee shall have the authority to settle or compromise any Claim against an Indemnitee hereunder, provided that no admission of wrongdoing shall be required of such Indemnitee and such Indemnitee shall be released of all liability in connection with any such Claim. (d) Upon payment in full of any Claim by Lessee pursuant to this Section 19.1 to or on behalf of an Indemnitee, Lessee, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee in at its own expense), and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise reasonably cooperate with Lessee to enable Lessee to pursue such claims. (e) Prior to paying any amount otherwise payable to an Indemnitee pursuant to this Section 19.1, Lessee shall be entitled to receive from such Indemnitee (i) a written statement describing the amount so payable, (ii) a general release from Indemnitee upon such payment with respect of to the claim made and (iii) such matters from a Person (other than the Lessor) unrelated additional information as Lessee may reasonably request and which is reasonably available to such IndemniteeIndemnitee to properly substantiate the requested payment. (f) Subject to the penultimate sentence of Section 19.1(a) above, Lessee’s liability hereunder shall in no way be limited or impaired by any act, including, without limitation, (i) any amendment or modification to any of the Lease Operative Documents, (ii) any waiver of any Lease Event of Default, default, or extension of time or any failure to enforce any remedies or rights of either Lessor or Indenture Trustee under the Lease Operative Documents, (iii) any sale or transfer of the Property, or (iv) any assignment of the Lease.

General Indemnification. (a) Subject Without limitation on the rights of any Indemnitee under any other indemnification set forth in this Article XIII, whether or not any of the transactions contemplated hereby shall be consummated, Lessee shall pay and assume liability for, and does hereby agree to clauses (b) and (f) below, the Lessee will indemnify, defend protect, defend, save and hold keep harmless each General Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such General Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such General Indemnitee), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not such Claim is covered by any other indemnification under this Article XIII or such General Indemnitee is shall also be indemnified as to any such matter Claim by any other Person Person, and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each casecase under this Section 13.1(a), arising out of or in any part thereof;way relating to: (ii1) any of the Operative Documents or Documents, any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii2) the regulation of Leased Property, or any part thereof or interest therein; (3) the ownershippurchase, manufacturing, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale or other ownership interesttransfer pursuant to Sections 15.1 or 16.2 of the Lease or any sale or transfer pursuant to Articles XVIII, rentalXX or XXI of the Lease), use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each any interest in the Leased Property or any product produced therewith, each the Site or the imposition of any interest therein Lien (or improvements thereto incurring of any liability to refund or the failure to perform or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising under the Purchase Agreement or any other agreements or obligations relating to the acquisition of the Site or from any violation of law or in tort (strict liability or otherwise) by Lessee, Administrative Agent, Lessor, any Participant or any other Person or with respect to the use, operation or maintenance of the Leased Property or the Site, (ii) loss of or damage to the environment (including, without limitation, investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigating action required by or under any Environmental Laws, (iii) any Claim resulting from or related to latent or other defectsdefects in the Leased Property, whether or not discoverable, (iv) any Claims resulting from the existence or Release of any Hazardous Substance at or from the Leased Property or the Site, (v) any Claim resulting from or related to the purchase, acquisition, lease or transfer of the Leased Property, (vi) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a the Leased Property or a the Site, (vii) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a the Leased Property or the Site or any part thereof, or (viii) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v4) a breach the offer, issuance, sale, transfer or delivery of the Notes or Lessor Amount in accordance with the terms of this Participation Agreement; (5) any inaccuracy of any representation or warranty made by the Lessee of or any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) Subsidiaries in any Operative Document or in any certificate delivered by it with respect to any of the Operative Documents; (6) the transactions contemplated hereby or by any other document delivered Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code other than as a result of a breach of the representation set forth in Section 8.1(d) hereof; (7) the retaining or employment of any broker, finder or financial advisor by the Lessee to the Lessor pursuant to act on its behalf in connection with this Participation Agreement; or (8) any Operative Document, other agreement entered into or the occurrence of any Default assumed by Lessee or Event of Default, or the material inaccuracy of any information provided by any such party to any third party its Affiliate in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee(including, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect connection with each of the matters described herein under in this Section 13.1 to which this indemnity shall apply, matters based on or arising from insurance paid for by the negligence of any Person other than the Participant Indemnitee or an Affiliate thereof any General Indemnitee). It is expressly understood and agreed that the indemnities provided for herein shall, except as otherwise provided herein, (i) survive the expiration or assigned to termination of and shall be separate and independent from any remedy under the Lessor by the Lessee Lease or any other Operative Document and (yii) any other indemnity amount received by such Indemnitee in respect continue to benefit a Participant that has been replaced pursuant to Section 14.9 hereof or a Lender whose interest is purchased pursuant to Section 2.10 of such matters from a Person (other than the Lessor) unrelated to such IndemniteeLoan Agreement.

General Indemnification. (a) Subject to clauses clause (b) and (f) below, the Lessee will agrees to indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Delivery Date or after the Lease Expiration Date): (i) each Leased Property, each Sitethe Items of Equipment, the other Lessee Collateral or, in each case, or any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site the Items of Equipment or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interesttitle, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site the Items of Equipment or any interest therein or improvements improvements, additions or modifications thereto or the imposition of any Lien thereon, or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations and Regulations, including, without limitation, : Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Items of Equipment, the making of any Alterations alterations or modifications in violation of any standards imposed by any insurance policies polices required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property the Items of Equipment or any part thereof, and any Claim for patent, trademark or copyright infringement, infringement and Claims arising from any public improvements with respect to a Leased Property violations of any environmental noise or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” feespollution control laws; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor or Agent pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party Lessee to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Sitethe Items of Equipment, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancyoperation, construction, repair or rebuilding of any Leased Property or any Site the Items of Equipment or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed alterations or modifications made by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled Claims related to credit against the Release from any payments due to an Indemnitee under this Section 7.1 both Item of Equipment of any substance into the environment, including (xwithout limitation) any insurance recoveries received by such Indemnitee in respect Claims arising out of the matters described herein under use of any Item of Equipment for the transportation or from insurance paid for by storage of any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeHazardous Material.

General Indemnification. (a) Subject Each of ChoicePoint and each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (provided that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee's negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (i) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement, and (vi) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (vii) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vc) a the breach by the ChoicePoint or any Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant by any Operative Document (without giving effect to any Operative Documentexception in any representation based on knowledge or on the absence of a Material Adverse Effect); (vid) the retaining or employment of any broker, finder or financial advisor by ChoicePoint or any Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (e) the existence of any Lien (other than a Lessor Lien) on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Construction Agent, any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations constructed by the any Lessee, except except, in all cases, the Liens described in favor item (a) of the Lessee or the Lessor, but expressly excluding any Lessor definition of Permitted Liens; and; (viif) the transactions contemplated hereby or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; (g) any Environmental Claim. act or omission by ChoicePoint or any Lessee under any Purchase Agreement or any other Operative Document, or any breach by ChoicePoint or any Lessee of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement, IDB Documentation or Ground Lease; or (h) any IDB Documentation; provided, however, neither ChoicePoint nor any Lessee shall be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any Claim to the extent that such Claim results from (xcollectively, "Excepted Claims"): (1) any insurance recoveries received representation or warranty by such Indemnitee in respect the Operative Documents being incorrect; (2) the willful misconduct or gross negligence of, or the violation of any law, rule or regulation binding upon such Indemnitee unless such violation was caused by some performance or nonperformance on the part of a Lessee; (3) the failure on the part of the matters described herein Lessor or the Agent to distribute in accordance with this Master Agreement or any other Operative Document any amounts received and distributable by it under or from insurance paid for the Operative Documents; (4) Lessor Liens; (5) the voluntary transfer by any Person Indemnitee, other than in accordance with the Indemnitee Operative Documents or an Affiliate thereof in connection with the exercise of rights, powers or assigned remedies under any of the Operative Documents, of any Leased Property or any interest therein; or (6) claims from any acts or omissions occurring after the latest of the Lease Termination Date, the sale of the Leased Property to a Person not affiliated with a Lessee pursuant to the Lessor Lease, the termination of the obligations of the Construction Agent under the Construction Agency Agreement, or the final indefeasible repayment to the Funding Parties in full of the Lease Balance; and, provided, further, that with respect to each Construction Land Interest, each Lessee's indemnity obligations with respect to such Leased Property shall be governed solely by Section 3.3 of the Lessee Construction Agency Agreement during the Construction Term therefor. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. The Lessee Agent agrees whether or not any of the transactions contemplated hereby shall be consummated (a) Subject unless such failure to clauses (b) consummate is due to the breach of any obligation under any Operative Document by any party other than Lessee or Guarantor), to assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Acquisition Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Properties or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgagingdelivery, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionnondelivery, acceptance, rejection, deliveryownership, nondelivery, redeliverymanagement, possession, transportationoperation, rental, lease, sublease, installationrepossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing or refinancing by the Lessee, disposition, operation, condition, transfer sale (including without limitation, any sale pursuant to Section 16.2(d) or 16.2(f) of title the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure to perform or accomplish imposition of any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Lien except Lessor (1) Claims or penalties arising from any violation of law or in tort (on the basis of strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee Agent or Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringementinfringement with respect to the Property, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee Agent or Lessee or Guarantor of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by it by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by Lessee Agent or any Lessee to act on its behalf in connection with this Participation Agreement or any other Operative Document; (f) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee Lenders or the Lessor, but expressly excluding any Lessor Liens; andCertificate Holders; (viig) subject to the accuracy of any Environmental ClaimParticipant's representation set forth in Section 8.1(a), as to such Participant, the transactions contemplated by the Lease or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code. Provided, however, that the Lessee Agent shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 13.1 for any of the following: (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of any Indemnitee (it being understood that the Lessee Agent shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens, (3) any Claim arising from a breach or alleged breach by any Lender or any Certificate Holder of any Operative Document or any agreement entered into in connection with the assignment or participation of any Loan or Certificate Holder Amount, (4) any Claim arising in respect to the Property to the extent attributable to acts or events occurring in the period after the Lessee ceases to lease the Property from the Lessor Trust under the related Lease, provided that the facts supporting such Claim occur after such period and (5) without limiting any other provision of this Participation Agreement, any Claim for Taxes except to the extent arising by reason of Section 13.1(g). It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 13.1, this Section 13.1 shall be construed as an indemnity only and not a guaranty of residual value of the matters described herein under Property or from insurance paid for by any Person other than as a guaranty of the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeNotes.

General Indemnification. (a) Subject Each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (provided that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee's negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (i) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement, and (vi) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (vii) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vc) a the breach or alleged breach by the Concord or any other Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vid) the retaining or employment of any broker, finder or financial advisor by Concord or any other Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained or deemed retained by the Lessor, the Agent or any Lender); (e) the existence of any Lien (other than Lessor Liens) on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Construction Agent, any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations constructed by any Lessee; (f) the Lesseetransactions contemplated hereby or by any other Operative Document, except Liens in favor respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor Liens; andCode; (viig) any Environmental Claim. act or omission by Concord or any other Lessee under any Purchase Agreement or any other Operative Document, or any breach by Concord or any other Lessee of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement, IDB Documentation or Ground Lease; or (h) any IDB Documentation; provided, however, no Lessee shall be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any Claim to the extent that such Claim results from any of the following: (x1) any insurance recoveries received the willful misconduct or gross negligence of such Indemnitee, (2) Lessor Liens under the Operative Documents, (3) a breach of the Operative Documents by such Indemnitee, (4) a violation of Applicable Law by such Indemnitee that relates to the general business of such Indemnitee or (5) events occurring after payment in respect full of the matters described herein under Lease Balance and the termination of the Lease in accordance with the terms thereof (including the return or from insurance paid for by any Person other than sale of the Indemnitee or an Affiliate thereof or assigned Leased Properties pursuant to the Lessor by terms thereof); and, provided, further, that with respect to each Construction Land Interest, each Lessee's indemnity obligations with respect to such Leased Property shall be governed by, and expressly limited to the Lessee matters covered by, Section 3.3 of the Construction Agency Agreement during the Construction Term therefor. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted, or threatened to be asserted, against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; or (b) any Land, any Building or any part thereof or interest therein, including any Ground Lease; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vd) a the offer, issuance, sale or delivery of the Notes by the Lessor; (e) the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Master Agreement or the Transaction, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (g) the existence of any Lien on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title to any Leased Property, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except in all cases the Liens listed as items (a) and (b) in favor the definition of Permitted Liens; (h) the transactions contemplated hereby or by any other Operative Document, in respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor LiensCode; andor (viii) any Environmental Claim. act or omission by the Lessee under any Purchase Agreement or any other Operative Document, and any breach of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement or Ground Lease; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any of the following: (x1) any insurance recoveries received Claim to the extent that such Claim results from the willful misconduct or gross negligence of such Indemnitee, or (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment, and, provided, further, that with respect to each Construction Land Interest, the Lessee's indemnity obligations with respect to such Indemnitee in respect Leased Property, shall be governed by Section 3.4 of the matters described Construction Agency Agreement during the Construction Term therefor. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other remedy under this Master Agreement, the Lease or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor Operative Document. All amounts payable by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated pursuant to such Indemniteethis Section 7.1 shall be Supplemental Rent.

General Indemnification. (a) Subject Lessee agrees, whether or not any ----------------------- of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless on an after-tax basis (in accordance with Section 7.5) each Indemnitee harmless, on a Grossed-Up Basis, from and ----------- against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission, includingnegligent or otherwise, without limitationby such Indemnitee or otherwise), payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Initial Advance Date or after the Lease Expiration Termination Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; or (iiib) the regulation of Leased Property or any part thereof or interest therein; or (c) the ownershipacquisition, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non- delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations sale (including, without limitation, any sale pursuant to Section 8.2 or Section 9.1), return or other disposition of all or ----------- ----------- any part of any interest in the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, including, without limitation: (i) Claims or penalties arising from any violation of law Applicable Law or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including, without limitation, investigation costs, clean-up costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverablediscoverable by Lessee or any Indemnitee, (iv) any Claim based upon a violation Claims resulting from the existence or alleged violation of the terms Release of any restriction, easement, condition Hazardous Materials at or covenant or other matter affecting title to a from the Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (v) any Claim for patent, trademark trademark, trade name or copyright infringement, and Claims arising from provided, that the matters in this clause (c) shall -------- ---------- be without duplication of any public improvements with respect matter for which indemnification is provided pursuant to a Leased Property the Environmental Indemnity; (d) the offer, issuance, sale or a Site resulting in any change delivery of the Certificates; (e) the breach or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a alleged breach by the Lessee of any of its covenants under representation or warranty made by it or deemed made by it in any Operative Document, ; (f) the transactions contemplated hereby or a misrepresentation by the Lessee any other Operative Document in respect of any Prohibited Transaction; or (including g) any omission other agreement entered into or assumed by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report Leased Property (including, in each -63- case, matters based on or other document required to be delivered pursuant to any Operative Document; (vi) arising from the existence negligence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimIndemnitee). Lessee shall not be entitled required to credit against any payments due to an Indemnitee indemnify under this Section 7.1 both for (x1) as ----------- to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee or to the extent resulting from the breach of representations, warranties or covenants of such Indemnitee (including, in the case of clause (f) of this Section 7.1, the representation of ---------- ----------- such Certificate Purchaser set forth in Section 10.2(a) and the covenant of such --------------- Certificate Purchaser set forth in Section 11.6(a)(iii)), (2) any insurance recoveries received by Claims in -------------------- respect of Taxes (such Claims to be subject to Section 7.2), other than a ----------- payment necessary to make payments under this Section 7.1 on an after-tax basis, ----------- provided, that this clause (2) does not apply to any taxes or penalties included -------- ---------- in Claims against which the Indemnitee is provided an indemnification under clause (f) of this Section 7.1, (3) as to an Indemnitee, any Claim resulting ---------- ----------- from Lessor Liens which such Indemnitee in respect is responsible for discharging under the Operative Documents and (4) as to any Indemnitee, any Claim which the Indemnitor is unable to legally contest as a result of the matters described herein under or from insurance paid for by any Person other than failure of the Indemnitee or an Affiliate thereof or assigned to deliver in a timely manner notice to the Lessor by the Lessee Indemnitor of such Claim or proposed Claim, and (yi) any other indemnity amount received by such Indemnitee failure directly results in respect Indemnitor's inability to contest such Claim and (ii) Indemnitor does not independently have knowledge of such matters from a Person (other than the Lessor) unrelated to such IndemniteeClaim.

General Indemnification. (a) Subject The Company agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing applicable Acquisition Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Properties or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Section 16.2(c), 16.2(e) or 18.3 of title the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Properties or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Properties, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Master Lease which policies are in effect at any time with respect to a Leased Property the Properties or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased Property or a Site the Properties resulting in any change or special assessments being levied against such Leased any Property or such Site Properties or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property of the Properties, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Company or any other Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Company or any other Lessee to act on its behalf in connection with this Participation Agreement; (f) the existence of any Lien on or with respect to any Leased Propertythe Properties, any Sitethe Improvements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site the Properties or by reason of labor or materials furnished or claimed to have been furnished to the any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations Modifications constructed by the any Lessee, except Lessor Liens and Liens in favor of the Lessee Lenders or the Lessor, but expressly excluding any Lessor Liens; andor (viig) subject to the accuracy of any Environmental Claim. Lessee shall be entitled Participant's representation set forth in SECTION 7.1(a), as to credit against such Participant, the transactions contemplated by the Master Lease or by any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee other Operative Document, in respect of the matters application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described herein in Section 4975(c) of the Code; PROVIDED, HOWEVER, that the Company shall not be required to indemnify any Indemnitee under this SECTION 11.1 for any of the following: (1) any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee or any Affiliate of such Indemnitee (IT BEING UNDERSTOOD that the Company shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or from insurance paid the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens which the Administrative Agent, the Lessor, any Lender or the Lessor is responsible for by discharging under the Operative Documents, (3) any Person other than the Indemnitee or an Affiliate thereof or assigned Claim to the extent attributable to acts or events occurring after the Expiration Date or the return or remarketing of the Properties so long as the Administrative Agent, the Lessor, the Lenders and the Lessor by are not exercising remedies against the Company or any Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters the Operative Documents which they are then entitled to exercise, and (4) any Claim arising or breach by any Lender or the Lessor of its Commitments under any Operative Document from a Person (breach or alleged breach by the Lenders or the Lessor of any agreement entered into in connection with the assignment or participation of any Loan or Equity Amount. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Master Lease or any other than Operative Document. Without limiting the Lessor) unrelated to such Indemniteeexpress rights of any Indemnitee under this SECTION 11.1, this SECTION 11.1 shall be construed as an indemnity only and not a guaranty of residual value of the Properties or as a guaranty of the Notes.

General Indemnification. Lessee shall pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if any) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; PROVIDED, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting in solely from the gross negligence or willful misconduct or Lessor. Lessee shall deliver promptly to Lessor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents received from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county of municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or its operation.

General Indemnification. (a) Subject Lessee agrees to clauses (b) assume liability for, and (f) belowto indemnity, the Lessee will indemnifyprotect, defend defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against any and all Claims that may be suffered, imposed on or asserted against any Indemnitee, arising out of (which may include i) the outstanding Lease Balance acquisition, ownership, leasing, subleasing, assignment, transfer of title, sale, financing (including without limitation any Make-Whole Premium) refinancing, renewal, return, disposition, operation, possession, use, non-use, maintenance, modification, alteration, reconstruction, restoration, substitution or replacement of the Property (or any portion thereof subject thereof) or the Lease, or from the granting by Lessor at Lessee's request of easements, licenses or any rights with respect to all or any limitations set forth in part of the Operative DocumentsProperty, or from the construction, design, purchase or condition of the Property (including any Claims arising, directly or indirectly, out of the actual or alleged presence, use, storage, generation, Release of any Hazardous Materials, and any Claims for patent, trademark or copyright infringement and latent or other defects, whether or not discoverable), including any liability under Applicable Laws (including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that any Claims arising directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any actual or alleged violation, now or hereafter existing, of any Environmental Laws), (ii) the Operative Documents or any modification, amendment or supplement thereto, (iii) the non-compliance of the following Property with Applicable Laws (whether including because of the existence of the Permitted Liens or not Permitted Encumbrances), (iv) any such Indemnitee is indemnified as matter relating to such matter all or any part of the Property or any operations thereon, including matters relating to Environmental Laws or Hazardous Materials, (v) the breach by Lessee of its representations, warranties, covenants and obligations in this Lease or any other Person and Operative Documents whether or not such Claim arises or accrues prior to the Closing Date date of this Lease, (vi) the business and activities of Lessee, (vii) the business and activities of any other Person on or after about the Property (whether as an invitee, sublessee, licensee or otherwise), (viii) the cost of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of the Property or any surrounding areas for which Lessee has any legal obligation, the cost of any actions taken in response to a Release of any Hazardous Materials on, in, under or affecting any portion of the Property or any surrounding areas for which Lessee has any legal obligation to prevent or minimize such Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and costs incurred to comply with Environmental Laws in connection.with all or any portion of the Property or any surrounding areas for which Lessee has any legal obligation, and (ix) a Lease Expiration Date):Default or Lease Event of Default (including Claims arising from such event's causing a default under the Head Lease or Debt Documents). Lessee acknowledges that the foregoing includes. any costs incurred by any Indemnitee in performing any inspections of any Property if such inspection reveals a violation by Lessee of Section 8.05. (b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitee shall give prompt notice thereof to Lessee; provided that failure to so notify Lessee shall not reduce Lessee's obligations to indemnify any Indemnitee hereunder unless and only to the extent such failure results in additional liability on Lessee's part. Lessee shall be entitled, at its expense, acting through counsel selected by Lessee (and reasonably satisfactory to such Indemnitee), to participate in, or, except as otherwise provided, to assume and control (if it promptly so elects upon notice of the Claim), and, to the extent that Lessee desires to assume and control, in consultation with Indemnitee, the negotiation, litigation and/or settlement of any such Claim (subject to the provisions of the last sentence of subparagraph (c) of this Section 19.01). Such Indemnitee may (but shall not be obligated to) participate at its own expense (unless Lessee is not properly performing its obligations hereunder and then at the expense of Lessee) and with its own counsel in any proceeding conducted by Lessee in accordance with the foregoing, in which case Lessee shall keep such Indemnitee and its counsel fully informed of all proceedings and filings and afford such Indemnitee and counsel reasonable opportunity for comment. Notwithstanding the foregoing, Lessee shall not be entitled to assume and control the defense of any Claim if (i) each Leased Propertya Lease Event of Default exists or a Lease Default has occurred and is continuing, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) the proceeding involves possible imposition of any of the Operative Documents criminal liability or any of the transactions contemplated therebypenalty or unindemnified civil penalty on such Indemnitee, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation proceeding involves the granting of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that injunctive relief against the Indemnitee is subjected not related to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of by the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon iv) a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant significant counterclaim is available to the Lease which policies are in effect at any time with respect Indemnitee that would not be available to a Leased Property or any part thereofand cannot be asserted by Lessee, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by conflict of interest exists between the Indemnitee and Lessee of any of its covenants under any Operative Documentwith respect to the Claim, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence defense of such Claim would require the delivery of material confidential and proprietary information of such Indemnitee that would otherwise not be available to Lessee or its counsel. (c) Each Indemnitee shall at Lessee's expense supply Lessee with such non-confidential and non-privileged information and documents reasonably requested by Lessee in connection with any Lien on Claim for which Lessee may be required to indemnify any Indemnitee under this Section 19.01 and otherwise necessary for the performance of its obligations hereunder. So long as no Lease Event of Default exists and no Lease Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Leased Property, any Site, title thereto, any interest therein Claim for which indemnification is required under this Section 19.01 without the prior wntten consent of Lessee which consent shall not be unreasonably withheld or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claimdelayed. Lessee shall have the authority to settle or compromise any Claim against an Indemnitee hereunder; provided that no admission of wrongdoing shall be entitled required of such Indemnitee and such Indemnitee shall be released of all liability in connection with any such Claim pursuant to credit a release in form and substance acceptable to such Indemnitee. (d) Upon payment in full of any Claim by Lessee pursuant to this Section 19.01 to or on behalf of an Indemnitee, Lessee, without any further action, shall be subrogated to any and all Claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee at its own expense or claims against another Indemnitee for which Lessee would have indemnity obligations hereunder), and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of Claims and payment and such other documents, instruments and agreements as may be necessary to preserve any payments due such Claims and otherwise reasonably cooperate with Lessee to an enable Lessee to pursue such Claims. (e) Notwithstanding anything to the contrary contained herein, Lessee shall not be required to indemnify any Indemnitee under this Section 7.1 both 19.01 for any Claim to the extent resulting from the affirmative negligence (x) any insurance recoveries received i.e., negligence arising from actions taken by such Indemnitee rather than resulting from such Indemnitee's failure to act), willful misconduct or breach in any material respect of the matters described herein under a representation or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect warranty of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.

General Indemnification. (a) Subject Lessee agrees to clauses (b) and (f) below, the Lessee will indemnify, defend defend, and hold keep harmless each Indemnitee harmless, on a Grossed-Up BasisIndemnitee, from and against any and all Claims arising out of acts, or failures to act, prior to the expiration or earlier termination of the Term (which whether during the Lease Term, or prior to the Closing Date), whenever they may include be suffered, imposed on or asserted against any Indemnitee, to the outstanding Lease Balance extent arising out of (i) the ownership, leasing, subleasing, assignment, financing, refinancing, renewal, return, operation, possession, use, non-use, maintenance, modification, alteration, reconstruction, restoration, or replacement of the Property or the Lease, or from the granting by Lessor at Lessee’s request of easements, licenses or any portion thereof subject similar rights with respect to all or any limitations set forth in part of the Operative DocumentsProperty, or from the construction, design, purchase or condition of the Property (including any Claims (whether by Governmental Authority or other Person) arising, directly or indirectly, out of the actual or alleged presence, use, storage, generation, Release or threat of Release of any Hazardous Materials, and any Claims for patent, trademark or copyright infringement and latent or other defects, whether or not discoverable), including any liability under Applicable Laws (including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that any Claims arising directly or indirectly relate toout of any actual or alleged violation, result from now or hereafter existing, of any Environmental Laws), (ii) this Lease or any modification, amendment or supplement thereto, to the extent arising out of the operation, maintenance, use or possession of the Property whether before or after the Closing Date, (iii) the non-compliance of the Property with Applicable Laws (including because of the existence of the Permitted Liens), (iv) without limiting any other indemnities herein, any other matters relating to the Property or any operations thereon, and not already covered by this Section 19.1(a), to the extent such matters arise out of the operation, maintenance, use or are alleged to relate to, result from or arise out of any possession of the following (Property by Lessee, whether before or not any such Indemnitee is indemnified as after the Closing Date, including matters relating to such matter Environmental Laws or Hazardous Materials, the breach by any other Person Lessee of its representations, warranties, covenants and obligations in this Lease whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): date of this Lease, (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiiv) the regulation business and activities of the ownershipLessee, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only except to the extent that the Indemnitee is subjected arising out of relationships not related to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; this transaction, (ivvi) the offercost of any Remedial Action, financingassessment, refinancingcontainment, inspectionmonitoring, mortgaging, pledging, granting treatment and/or removal of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of any and all Hazardous Materials from all or any part portion of each Leased the Property or any product produced therewithsurrounding areas over which Lessee has responsibility, each Site the cost of any actions taken in response to a release or threat of release of any interest therein Hazardous Materials on, in, under, relating to or improvements thereto or the failure to perform or accomplish affecting any portion of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereofsurrounding areas over which Lessee has responsibility to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, any Claim for patentsafety, trademark welfare or copyright infringementthe environment, and Claims arising from any public improvements costs incurred to comply with respect to a Leased Property or a Site resulting Environmental Laws in any change or special assessments being levied against such Leased Property or such Site connection with all or any plans to modify, widen or realign any street or highway adjacent to any Leased portion of the Property or any Claim for utility “tap-in” fees; surrounding areas over which Lessee has responsibility, (vvii) a breach by the Lessee of any of its covenants under any Operative Document, Lease Default or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Lease Event of Default, (viii) any litigation, suit, cause of action, writ, decree, injunction, order, judgment, proceeding or Claim now or hereafter asserted against the material inaccuracy Property, Lessor (by virtue of any information provided by any such party to any third party in connection with its ownership of, leasing or financing of the preparation by such third party of a report Property), or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or Lessee with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or this Lease, and (ix) any Site defects in title caused, created or permitted by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or anyone acting by, through or under Lessee. Lessee acknowledges that the foregoing includes any costs incurred by Lessor, or the Lender in performing any inspections of its contractors any Property if such inspection reveals a violation by Lessee of Section 8.5. Lessee shall not be required to indemnify any Indemnitee under this Section 19.1 for any Claim to the extent resulting from (A) the willful misconduct or agents negligence or breach of representation or warranty of such Indemnitee or a member of such Indemnitee’s Group, (B) any amounts payable to Lender unless such amounts are payable by reason Lessee under this Lease, (C) any acts or events to the extent first occurring after the expiration of the financing Lease Term and return of the Property to Lessor in the condition required in this Lease (but any personality or equipment purchased or leased indemnification first arising after the expiration of the Term (and not otherwise covered hereby) shall include only those matters relating to Lessee’s failure to return the Property in the condition required), (D) any taxes, except to the extent covered in Sections 8.6 of this Lease, (E) any voluntary transfers of the Property made by Lessor (other than arising out of a Lease Event of Default by Lessee), and (F) any voluntary transfer made by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimLender. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) 19.1 any insurance recoveries or other reimbursements received by such the Indemnitee to be indemnified in respect of the matters described herein related Claim under or from insurance paid for for, directly or indirectly, by any Person other than the Indemnitee or an Affiliate thereof Lessee or assigned to the Lessor by Lessee, to the extent such insurance recoveries exceed such Indemnitee’s costs and expenses incurred in recouping such insurance recovery. (b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitees shall give prompt notice thereof to Lessee, provided that failure to so notify Lessee shall not reduce Lessee’s obligations to indemnify any Indemnitee hereunder unless and only to the extent such failure results in additional liability on Lessee’s part. Lessee shall be entitled, at its expense, acting through counsel selected by Lessee (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated and reasonably satisfactory to such Indemnitee), to participate in, and, to the extent that Lessee desires, to assume and control, the negotiation, litigation and/or settlement of any such Claim (subject to the provisions of the last sentence of subparagraph (c) of this Section 19.1). Such Indemnitee may (but shall not be obligated to) participate in a reasonable manner at its own expense (unless Lessee is not properly performing its obligations hereunder) and with its own counsel in any proceeding conducted by Lessee in accordance with the foregoing. If Lessee shall defend the Indemnitee in any such suit or proceeding, then, unless such Indemnitee shall determine (in its reasonable discretion) that a conflict of interest exists between Lessee and such Indemnitee, Lessee shall not be obligated to reimburse the Indemnitee for the cost of such Indemnitee’s attorneys’ fees or expenses incurred in connection with such suit or proceeding. (c) Each Indemnitee shall at Lessee’s expense supply Lessee with such information and documents reasonably requested by Lessee in connection with any Claim for which Lessee may be required to indemnify any Indemnitee under this Section 19.1. Unless a Lease Event of Default is continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim for which indemnification is required under this Section 19.1 without the prior written consent of Lessee. Lessee shall have the authority to settle or compromise any Claim against an Indemnitee hereunder, provided that no admission of wrongdoing shall be required of such Indemnitee and such Indemnitee shall be released of all liability in connection with any such Claim. (d) Upon payment in full of any Claim by Lessee pursuant to this Section 19.1 to or on behalf of an Indemnitee, Lessee, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto, and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise reasonably cooperate with Lessee to enable Lessee to pursue such claims. (e) Prior to paying any amount otherwise payable to an Indemnitee pursuant to this Section 19.1, Lessee shall be entitled to receive from such Indemnitee (i) a written statement describing the amount so payable, (ii) a general release from Indemnitee upon such payment with respect to the claim made and (iii) such additional information as Lessee may reasonably request and which is reasonably available to such Indemnitee to properly substantiate the requested payment. (f) Subject to the penultimate sentence of Section 19.1(a) above, Lessee’s liability hereunder shall in no way be limited or impaired by any act, including, without limitation, (i) any amendment or modification to the Lease, (ii) any waiver of any Lease Event of Default, default, or extension of time or any failure to enforce any remedies or rights of either Lessor or Lender, (iii) any sale or transfer of the Property, or (iv) any assignment of the Lease.

General Indemnification. (a) Subject Each of DTD and each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (provided that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee's negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (i) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement, and (vi) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (vii) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vc) the breach or alleged breach (other than a breach wrongfully alleged by the such Indemnitee) by DTD or any Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant by any Operative Document (without giving effect to any Operative Documentexception in any representation based on the absence of a Material Adverse Effect); (vid) the retaining or employment of any broker, finder or financial advisor by DTD or any Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (e) the existence of any Lien on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Construction Agent, any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations constructed by any Lessee; (f) the Lesseetransactions contemplated hereby or by any other Operative Document, except Liens in favor respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor Liens; andCode; (viig) any Environmental Claim. act or omission by DTD or any Lessee under any Purchase Agreement or any other Operative Document, or any breach by DTD or any Lessee of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement, IDB Documentation or Ground Lease; or (h) any IDB Documentation; provided, however, no Lessee shall be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any Claim to the extent that such Claim results from (xi) any insurance recoveries received by the willful misconduct or gross negligence of such Indemnitee in respect or (ii) actions or events occurring after the Lease has terminated and possession of the matters described herein under or from insurance paid for by any Leased Properties has been turned over to a Person other than the Indemnitee Agent, any Funding Party, DTS or an any Affiliate thereof thereof; and, provided, further, that with respect to each Construction Land Interest, each Lessee's indemnity obligations with respect to such Leased Property shall be governed by Section 3.3 of the Construction Agency Agreement during the Construction Term therefor. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or assigned to the Lessor by the Lessee termination of, and (y) shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. Lessee shal1 pay, and shall indemnify and hold Lessor harmless on an after-tax basis from and against, any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and judgements, and Liens, of any nature whatsoever (collectively, a "Liability") arising out of or in any way related to: (a) Subject to clauses (b) and (f) below, the Lessee will indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding this Lease Balance or any portion thereof subject to any limitations set forth other written agreement entered into in connection with the Operative Documents, transactions contemplated hereby and thereby (including, without limitation, payments limited to the applicable Recourse Deficiency Amounta Purchase Agreement, if aay) that directly or indirectly relate toany amendment, result from waiver or arise out of or are alleged to relate to, result from or arise out modification of any of the following (whether foregoing or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) enforcement of any of the Operative Documents terms hereof or any of the transactions contemplated therebyforegoing, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, thc manufacture, construction, purchase, ownership, acquisitionselection, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal storage, surrender, sale, use, condition, transfer of title delivery, nondelivery, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any other matter relating to any Item of Equipment or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations portion thereof (including, in each case and without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringementinfringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and Claims arising from all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any public improvements regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to a Leased Property the Equipment or a Site its operation or use, and (d) Lessee's failure to perform any covenant, or breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilitics to thc extent resulting in solely from the gross negligence or wilful misconduct of Lessor. Lessee shall deliver promptly to Lcssor (i) copies of any change or special assessments being levied against such Leased Property or such Site documents roceived from the United States Environmental Protection Agency or any plans to modifystate, widen county or realign any street municipal environmental or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; health agency and (vii) a breach by the Lessee copies of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission documents submitted by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned subsidiaries to the Lessor by United States Environmental Protection Agency or any state, county or municipal environmental or health agency concerning the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeEquipment or Its operation.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amountomission by such Indemnitee or otherwise) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Maturity Date):, in any way relating to or arising out of the transactions contemplated by this Participation Agreement and the other Operative Documents, including, without limitation: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (ii) the Properties or any part thereof or interest therein; (iii) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, nondelivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, assignment, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including without limitation, any sale pursuant to Section 16.2(d) or 16.2(f) of title the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Properties or the failure to perform or accomplish imposition of any of the foregoing in accordance with the requirements of the Operative DocumentsLien thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (on the basis of strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Siteany Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Master Lease which policies are in effect at any time with respect to a Leased any Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.▇▇▇ Research Corporation Participation Agreement

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted, or threatened to be asserted, against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; or (b) any Land, any Building or any part thereof or interest therein, including any Ground Lease; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vd) a the offer, issuance, sale or delivery of the Notes by the Lessee; (e) the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (g) the existence of any Lien on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except in all cases the Liens listed as items (a) and (b) in favor the definition of Permitted Liens; (h) the transactions contemplated hereby or by any other Operative Document, in respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor LiensCode; andor (viii) any Environmental Claim. act or omission by the Lessee under any Purchase Agreement or any other Operative Document, and any breach of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement or Ground Lease; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any of the following: (x1) any insurance recoveries received Claim to the extent that such Claim results from the willful misconduct, gross negligence or misrepresentation of such Indemnitee, or (2) any Claim resulting from Lessor Liens which the Lessor Indemnitee Group is responsible for discharging under the Operative Documents, and, provided, further, that with respect to each Construction Land Interest, the Lessee's indemnity obligations with respect to such Leased Property, shall be governed by such Indemnitee in respect Section 3.4 of the matters described Construction Agency Agreement during the Construction Term therefor. It is expressly understood and agreed that the indemnity provided for herein under shall survive the expiration or termination of, and shall be separate and independent from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. Whether or not the transactions contemplated hereby are consummated, to the fullest extent permitted by Applicable Laws, Lessee hereby (ax) Subject to clauses (b) waives and releases any Claims now or hereafter existing against any Indemnitee on account of, and (fy) below, the Lessee will agrees to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossedan after-Up Basis, tax basis (in accordance with SECTION 7.5) from and against against, any and all Claims of every kind and nature whatsoever that may be imposed on, incurred by, or asserted against any Indemnitee, which are not directly and primarily caused by the gross negligence or willful misconduct of the Indemnitee (which may PROVIDED that the indemnification provided under this SECTION 7.1 shall specifically include matters based on or arising from the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out negligence of any of the following (Indemnitee), whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing initial Delivery Date or after the Lease Expiration Termination Date):, and which relates in any way to or arises in any way out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation Mandalay Bay Project (or any other Facility at which any portion of the ownershipEquipment is at any time located), construction, installation, leasing, use or operation of each Leased Property, each Site the Equipment or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary any interest in any of the Operative Documents or its involvement in the transactions contemplated in the Operative Documentsforegoing; (ivc) the offeracquisition, mortgaging, design, manufacture, re-manufacture, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, titling or retitling, transfer of title, registration or re-registration, redelivery, use, operation, condition, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Equipment or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of any Lien) on any of the foregoing in accordance with the requirements of the Operative DocumentsEquipment, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, including (i) Claims or penalties arising from any violation of law Applicable Laws (OTHER THAN any such violation primarily caused by the Indemnitee) or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (iv) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (vd) the sale or other disposition of any of the Equipment, including any disposition pursuant to the Sale Option, Purchase Option or as a result of the exercise of remedies; (e) the offer, issuance, sale or delivery of the Certificates; (f) the breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vig) the existence transactions contemplated hereby or by any other Operative Document in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any Prohibited Transaction described in Section 4975(c) of the Code; (h) any Claims related to the Release from the Mandalay Bay Project (or any other applicable Facility upon or at which any of the Equipment is located) or any of the Equipment of any Lien substance into the environment, including Claims arising out of the use of any Equipment for the transportation or storage of any Hazardous Material; (i) any failure on the part of Lessee to perform or comply with any of the terms of any Operative Document; or (j) any other agreement entered into or assumed by Lessee in connection with any item of Equipment. It is expressly understood and agreed that this SECTION 7.1 shall not apply to Claims to the extent resulting from: (A) Taxes (such Claims being subject to SECTION 7.2), EXCEPT with respect to (1) taxes or penalties included in Claims described in CLAUSE (g) above, and (2) any Leased Propertypayment necessary to make payments under this SECTION 7.1 in accordance with SECTION 7.5; (B) as to an Indemnitee, any Site, title thereto, any interest therein Lessor Liens which such Indemnitee is responsible for discharging under the Operative Documents; (C) the gross negligence or willful misconduct of such Indemnitee or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, Affiliate or any of their respective agents, officers, directors, servants or employees thereof; (D) the incorrectness of any representation or warranty by such Indemnitee in any Operative Document; (E) the failure by any such Indemnitee to perform or observe any term, agreement, or covenant on its contractors part required to be performed or agents observed in any Operative Document, EXCEPT to the extent such failure results from an Event of Default; (F) the offer or sale by reason or on behalf or for the account of such Indemnitee of any Certificate or any interest in any of the financing of any personality or equipment purchased or leased by Collateral (OTHER THAN arising in connection with the Lessee or Alterations constructed by Sale Option, the Lessee, except Liens in favor of the Lessee Purchase Option or the Lessor, but expressly excluding any Lessor Liensexercise of rights or remedies following an Event of Default); and (viiG) any Environmental Claim. Lessee shall be entitled expense to credit against any payments due Indemnitee solely attributable to an Indemnitee under this Section 7.1 both the appointment of a successor Trustee, OTHER THAN any appointment of a successor Trustee, that is either (x) any insurance recoveries received by such Indemnitee in respect with the prior written consent of the matters described herein under ▇▇▇▇▇▇ or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) in connection with any other indemnity amount received by such Indemnitee in respect Event of such matters from a Person (other than the Lessor) unrelated to such IndemniteeDefault.

General Indemnification. (a) Subject The Representative agrees whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing applicable Acquisition Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Properties or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, nondelivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Section 16.2(d) or 16.2(f) of title the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Properties or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (on the basis of strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Properties, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the each Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.Properties or

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, (on a Grossedan after-Up Basis, tax basis in accordance with SECTION 7.5) from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise including Claims arising out of or are alleged to relate tosuch Indemnitee's negligence), result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date initial Advance Date, during the Lease Term or after the Lease Expiration Termination Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Original Operative Documents or the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershipacquisition, mortgaging, design, construction, preparation, installation, leasing36 Participation Agreement inspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, occupancy, rental, lease, sublease (including the Additional Property Sublease and the acts or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary omissions of the Operative Documents lessee thereunder), repossession, maintenance, repair, alteration, modification, addition or its involvement in the transactions contemplated in the Operative Documents; (iv) the offersubstitution, storage, transfer or title, redelivery, use, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including any sale pursuant to Section 6.3 of title the Lease or any sale pursuant to Article XVIII of the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased the Property or any product produced therewith, each Site or any interest therein or improvements thereto the imposition of any Lien (or the failure incurrence of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law law, including Applicable Law, or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, clean-up costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverablediscoverable by Lessee or any Indemnitee, (iv) any Claim based upon a violation Claims resulting from the existence or alleged violation of the terms Release of any restrictionHazardous Materials at, easementunder, condition above or covenant or other matter affecting title to a Leased from the Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (v) any Claim for patent, trademark trademark, tradename or copyright infringement; (d) the offer, and Claims arising from any public improvements with respect to a Leased Property issuance, sale or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; delivery of the Notes; (ve) a the breach by the Lessee of any of its covenants under representation or warranty made by it or deemed made by it in any Original Operative Documents or Operative Document; (f) the transactions contemplated hereby or by any other Original Operative Documents or Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; (g) any other agreement entered into or a misrepresentation by the Lessee (including any omission assumed by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with either Property (including, in each case, matters based on or arising from the preparation by such third party negligence of a report or other document required to be delivered pursuant to any Operative Document; Indemnitee); (vih) the existence imposition of any Lien on either Property other than Lessor Liens; (i) enforcing the Operative Documents or with respect exercising remedies thereunder; (j) any violation of any Applicable Law by Lessee or its directors, officers, employees, administrative agents or servants; or (k) any amount for which an indemnification payment would be payable to any Leased Propertyof the Agents under Section 7.7 of the Loan Agreement. Lessee shall not be required to indemnify under this SECTION 7.1 for (1) as to an Indemnitee, any Site, title thereto, Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (other than any interest therein gross negligence or any Basic Rent or Supplemental Rent, including any Liens which arise out willful misconduct imputed as a matter of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or law to such Indemnitee solely by reason of labor its participation in the Overall Transaction and entering into the Operative Documents, its interest in either Property or materials furnished the acts or claimed omissions of the Lessee), (2) as to have been furnished any Indemnitee, any Claim for bodily injury or property damage to the Lesseeextent resulting from the negligence or willful misconduct of such Indemnitee where such negligence or willful misconduct occurs on either Property; (3) any Claims in respect of Taxes (such Claims to be subject to SECTION 7.2), other than a payment necessary and sufficient to cover any Taxes which may be imposed as a result of such indemnity payment under this SECTION 7.1 on an after-tax basis, PROVIDED, that this CLAUSE (3) does not apply to any taxes or penalties included in Claims against which the Indemnitee is provided an indemnification under CLAUSE (f) of this SECTION 7.1, (4) as to an Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is responsible for discharging under the Operative Documents, (5) voluntary transfers by Lessor of its contractors or agents or by reason either Property, except for transfers of the financing of any personality or equipment purchased or leased either Property required by the Lessee or Alterations constructed by the Lessee, except Liens in favor arising as a result of the Lessee or exercise of remedies under the LessorLease; and (6) as to any Indemnitee, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit Claim arising from legal proceedings commenced against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person Loan 37 Participation Agreement Participant (other than legal proceedings arising from or relating to any act or omission of Lessee or Guarantor). In the Lessor) unrelated event that the indemnification provided for herein is prohibited by Applicable Law, Lessee will contribute to such Indemniteea Claim to the maximum extent permitted by law, and indemnification by Lessee for events which occur during the term of the Lease or while Lessee is in possession of either Property will not be affected by a termination of the Lease.

General Indemnification. (a) Subject to clauses clause (b) and (f) below, the Lessee will agrees to indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Delivery Date or after the Lease Expiration Date): (i) each Leased Property, each Sitethe Items of Equipment, the other Lessee Collateral or, in each case, or any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site the Items of Equipment or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interesttitle, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site the Items of Equipment or any interest therein or improvements improvements, additions or modifications thereto or the imposition of any Lien thereon, or the failure to perform or accomplish any of the foregoing in LSI Logic Corporation Lease B accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations and Regulations, including, without limitation, : Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Items of Equipment, the making of any Alterations alterations or modifications in violation of any standards imposed by any insurance policies polices required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property the Items of Equipment or any part thereof, and any Claim for patent, trademark or copyright infringement, infringement and Claims arising from any public improvements with respect to a Leased Property violations of any environmental noise or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” feespollution control laws; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor or Agent pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party Lessee to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Sitethe Items of Equipment, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancyoperation, construction, repair or rebuilding of any Leased Property or any Site the Items of Equipment or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed alterations or modifications made by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled Claims related to credit against the Release from any payments due to an Indemnitee under this Section 7.1 both Item of Equipment of any substance into the environment, including (xwithout limitation) any insurance recoveries received by such Indemnitee in respect Claims arising out of the matters described herein under use of any Item of Equipment for the transportation or from insurance paid for by storage of any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeHazardous Material.

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless on an after-tax basis (in accordance with Section 7.5) each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission, includingnegligent or otherwise, without limitationby such Indemnitee or otherwise), payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Document Closing Date or after the Lease Expiration Termination Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; way relating to or arising out of (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; ; or (iiib) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each any Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to thereof or beneficiary of the Operative Documents interest therein; or its involvement in the transactions contemplated in the Operative Documents; (ivc) the offeracquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer or title, redelivery, use, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including any sale pursuant to Section 6.3 of title the Lease or any sale pursuant to Article XVIII of the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Sites or the failure imposition of any Lien (or incurrence of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law law, including Applicable Laws and Regulations, or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, clean-up costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverablediscoverable by Lessee or any Indemnitee, (iv) any Claim based upon a violation Claims resulting from the existence or alleged violation of the terms Release of any restriction, easement, condition Hazardous Materials at or covenant or other matter affecting title to a Leased Property or a Site, the making of from any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, Site and (v) any Claim for patent, trademark trademark, tradename or copyright infringement, and Claims arising from provided that the matters in this clause (c) shall be without duplication of any public improvements with respect matter for which indemnification is provided pursuant to a Leased Property the Environmental Indemnity; (d) the offer, issuance, sale or a Site resulting in any change delivery of the Notes; (e) the breach or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a alleged breach by the Lessee of any of its covenants under representation or warranty, covenant or agreement made by it or deemed made by it in any Operative Document, ; (f) the transactions contemplated hereby or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code or the occurrence of (g) any Default other agreement entered into or Event of Default, or the material inaccuracy of any information provided assumed by any such party to any third party Lessee in connection with any Site (including, in each case, matters based on or arising from the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence negligence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimIndemnitee). Lessee shall not be entitled required to credit against any payments due to an Indemnitee indemnify under this Section 7.1 both for (x1) as to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee, as determined by a court of competent jurisdiction or to the extent resulting from the breach of representations, warranties or covenants of such Indemnitee (including, in the case of clause (f) of this Section 7.1, the representation of such Lender set forth in Section 4.2(e) and the covenant of such Lender set forth in Section 6.3(c)), (2) any insurance recoveries received by such Indemnitee Claims in respect of the matters described herein under or from insurance paid for by any Person Taxes (such Claims to be subject to Section 7.2), other than a payment necessary to make payments under this Section 7.1 on an after-tax basis, provided, that this clause (2) does not apply to any taxes or penalties included in Claims against which the Indemnitee or is provided an Affiliate thereof or assigned indemnification under clause (f) of this Section 7.1 and (3) as to an Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is responsible for discharging under the Operative Documents. In the event that the indemnification provided for herein is prohibited by Applicable Laws and Regulations, Lessee will contribute to a Claim to the Lessor maximum extent permitted by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemniteelaw.

General Indemnification. (a) Subject Except as to clauses (b) and (f) belowmatters addressed in Section 13.5, the Lessee will agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amountomission by such Indemnitee or otherwise) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Maturity Date):, in any way relating to or arising out of the transactions contemplated by this Participation Agreement and the other Operative Documents, including, without limitation: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (ii) the Property or any part thereof or interest therein; (iii) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, nondelivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, assignment, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including without limitation, any sale pursuant to Section 16.2(d) or 16.2(f) of title the Master Lease or any sale pursuant to Article XV, XVIII or XX of the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure to perform or accomplish imposition of any of the foregoing in accordance with the requirements of the Operative DocumentsLien thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (on the basis of strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Master Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, infringement with respect to the Property and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (iv) the breach or alleged breach by the Lessee or the Lessee Guarantor of any covenant, representation or warranty made or deemed made by it in any Operative Document or any certificate required to be delivered by it by any Operative Document; (v) a breach the retaining or employment of any broker, finder or financial advisor by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee Guarantor to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party act on its behalf in connection with the preparation by such third party of a report this Participation Agreement or any other document required to be delivered pursuant to any Operative Document;; and (vi) the existence of any Lien on or with respect to any Leased the Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee. (b) Notwithstanding the terms of clause (a) of this Section 13.1, except Liens in favor of the Lessee or the Lessor, but expressly excluding shall not be required to indemnify any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both 13.1 for any Claim to the extent arising or resulting from (x1) any insurance recoveries received the willful misconduct or gross negligence of such Indemnitee, (2) Lessor Liens attributable to such Indemnitee, (3) a breach by such Indemnitee of any Operative Document, (4) a breach by such Indemnitee of any agreement entered into in connection with the assignment or participation of any Note or Lessor Amount, any interest therein or any other interest of such Indemnitee under the Operative Documents and (5) acts or events occurring in respect of the matters described herein Property in the period after the Lessee ceases to lease the Property from the Lessor under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned Lease to the Lessor extent not resulting from any act or event otherwise covered by this indemnity that occurred during the period the Lessee leased the Property. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 13.1, this Section 13.1 shall be construed as an indemnity amount received by such Indemnitee in respect only and not a guaranty of such matters from residual value of the Property or as a Person (other than guaranty of the Lessor) unrelated to such IndemniteeNotes or the repayment of the Lease Balance.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossed-Up Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereofthereof entered into or acknowledged by the Lessee; (iiib) the regulation of Leased Assets or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in any Leased Asset or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a SiteAsset, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a any Leased Property Asset or any part thereof, (5) any Claim for patent, trademark or copyright infringement, (6) Claims which would otherwise be covered by insurance policies of the Lessee, as required by Article XVII, and (7) Claims arising from any public improvements with respect to a Leased any Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased PropertyAsset, any Site, title thereto, any interest therein Capitalized Interest or any Basic Base Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site Asset or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; andor (viig) subject to the accuracy of Lessor's representation set forth in Section 6.1(a), the transactions contemplated by this Lease or by any Environmental Claim. other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975 (c) of the Code; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both 26.1 for any of the following: (x1) any insurance recoveries received by Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, (3) any Claim to the extent attributable to acts or events occurring after the expiration of the Base Term or the return or remarketing of any Leased Asset so long as the Lessor is not exercising remedies against the Lessee in respect of the matters described herein under Operative Documents, (4) any Claim arising from a breach or from insurance paid for alleged breach by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by of any agreement entered into in connection with the Lessee assignment or participation of Rent and (y5) any other indemnity amount received by such Indemnitee in respect of such matters Claim arising from a Person (other than the Lessor) unrelated 's or any other Indemnitee's violation of any state or federal law or regulation relating to such Indemniteebanking or the offer or sale of securities. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under this Lease or any other Operative Document. Without limiting the express rights of any Indemnitee under this Section 26.1, this Section 26.1 shall be construed as an indemnity only and not a guaranty of residual value of any Leased Asset.

General Indemnification. (a) Subject Whether or not any of the transactions contemplated hereby shall be consummated, Lessee shall pay and assume liability for, and does PARTICIPATION AGREEMENT hereby agree to clauses (b) and (f) below, the Lessee will indemnify, defend protect, defend, save and hold each Indemnitee keep harmless, on a Grossedan After-Up Tax Basis, each Indemnitee from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not such Claim is covered by any other indemnification under this Article IX or such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and Person, whenever such Claim arises or accrues, including whether or not such Claim arises or accrues at any time prior to the Closing Date or after the Lease Expiration Maturity Date):, in any way arising out of or relating to: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and or any amendment, modification or waiver in respect thereof; (iiib) the regulation of Properties, the ownershipLand, the Improvements or any part thereof or interest therein; (c) the purchase, mortgaging, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale or other ownership interesttransfer pursuant to the Lease), rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in any Property, the Land or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (ii) any Claim resulting from or related to latent or other defects, whether or not discoverable, (iii) any Claim resulting from or related to the acquisition of any Site or Construction thereon, (iv) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Siteany Property, (v) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to this Participation Agreement, the Lease or the Construction Agency Agreement which policies are in effect at any time with respect to a Leased any Property or any part thereof, (vi) any Claim for patent, trademark or copyright infringement, and (vii) Claims arising from any public improvements with respect to a Leased Property or a any Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property such Site, or any Claim for utility “"tap-in” " fees, or (viii) claims arising from any agreement, arrangement or instrument executed to fulfill, or enhance, develop or facilitate the construction, development or operation of the Properties; (vd) a the offer, issuance, sale, transfer or delivery of the Investor Certificates by Lessor; (e) the breach by the Lessee Lessee, including in its role as a Construction Agent, of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party it in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Documenttherewith; (vif) the existence of any Lien on contract or with respect to any Leased Propertyagreement entered into by Construction Agent, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors respective designees or agents or by reason Affiliates or, if so requested, Lessor, pursuant to the terms of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.Construction Agency Agreement;

General Indemnification. Whether or not the transactions contemplated hereby are consummated, to the fullest extent permitted by Applicable Laws, each Lessee hereby (ax) Subject to clauses (b) waives and releases any Claims now or hereafter existing against any Indemnitee on account of, and (fy) below, the Lessee will agrees to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmless, on a Grossedan after-Up Basis, tax basis (in accordance with Section 9.5) from and against against, any and all Claims of every kind and nature whatsoever that may be imposed on, incurred by, or asserted against any Indemnitee, which are not directly and primarily caused by the gross negligence or willful misconduct of the Indemnitee (which may provided that the indemnification provided under this Section 9.1 shall specifically include matters based on or arising from the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out negligence of any of the following (Indemnitee), whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, and which relates in any way to or arises in any way out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation any Facility at which any portion of the ownershipEquipment is at any time located, construction, installation, leasing, use or operation of each Leased Property, each Site the Equipment or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary any interest in any of the Operative Documents or its involvement in the transactions contemplated in the Operative Documentsforegoing; (ivc) the offeracquisition, mortgaging, design, manufacture, re-manufacture, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, titling or retitling, transfer of title, registration or re-registration, redelivery, use, operation, condition, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Equipment or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of any Lien) on any of the foregoing in accordance with the requirements of the Operative DocumentsEquipment, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, including (i) Claims or penalties arising from any violation of law Applicable Laws (other than any such violation primarily caused by the Indemnitee) or in tort (strict liability or otherwise), (ii) loss of or damage to the environment (including investigation costs, cleanup costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, and (iv) any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (vd) the sale or other disposition of any of the Equipment, including any disposition as a result of the exercise of remedies; (e) the offer, issuance, sale, execution or delivery of the Notes; (f) the breach by the any Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vig) the existence transactions contemplated hereby or by any other Operative Document in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any Prohibited Transaction described in Section 4975(c) of the Code; (h) any Claims related to the Release from any applicable Facility upon or at which any of the Equipment is located or any of the Equipment of any Lien substance into the environment, including Claims arising out of the use of any Equipment for the transportation or storage of any Hazardous Material; (i) any failure on the part of any Lessee to perform or comply with any of the terms of any Operative Document; or (j) any other agreement entered into or assumed by any Lessee in connection with any item of Equipment. It is expressly understood and agreed that this Section 9.1 shall not apply to Claims to the extent resulting from: (i) Taxes (such Claims being subject to Section 9.2), except with respect to (1) taxes or penalties included in Claims described in clause (g) above, and (2) any Leased Propertypayment necessary to make payments under this Section 9.1 in accordance with Section 9.5; (ii) as to an Indemnitee, any SiteLessor Liens which such Indemnitee is responsible for discharging under the Operative Documents; (iii) as to an Indemnitee, title thereto, any interest therein the gross negligence or willful misconduct of such Indemnitee or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, Affiliate thereof or any of their respective agents, officers, directors, servants or employees thereof; (iv) as to an Indemnitee, the incorrectness of any representation or warranty by such Indemnitee in any Operative Document; (v) as to an Indemnitee, the failure by any such Indemnitee to perform or observe any term, agreement, or covenant on its contractors part required to be performed or agents observed in any Operative Document, except to the extent such failure results from a Default or Event of Default; (vi) as to an Indemnitee, the offer or sale by reason or on behalf or for the account of such Indemnitee of any Note or any interest in any of the financing Collateral (other than arising in connection with the exercise of any personality rights or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor remedies following an Event of the Lessee or the Lessor, but expressly excluding any Lessor LiensDefault); and (vii) any Environmental Claim. Lessee shall be entitled expense to credit against any payments due Indemnitee solely attributable to an Indemnitee under this Section 7.1 both the appointment of a successor Trustee, other than any appointment of a successor Trustee, that is either (x) any insurance recoveries received by such Indemnitee in respect with the prior written consent of the matters described herein under Lessees or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) in connection with any other indemnity amount received by such Indemnitee in respect Event of such matters from a Person (other than the Lessor) unrelated to such IndemniteeDefault.

General Indemnification. (a) Subject The Lessee agrees, whether or not ----------------------- any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated therebythereby or any violation thereof, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property, the ownershipLease, any permitted sublease or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations sale (including, without limitation, any sale pursuant to Sections 16.2, 16.3, 17.2(c), 17.2(e), 17.2(h) or 17.4 of the Lease or any sale pursuant to Articles XX or XXII of the Lease (except for any amounts payable pursuant to Section 13.2 hereof), return or other disposition of all or ------------ any part or any interest in the Property or the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, including, without limitation: (1) Claims or penalties arising from any violation of law foreign, federal, state or local law, rule, regulation or order or in tort (strict liability or otherwise)) arising in connection with the Property, the Operative Documents or the transactions contemplated thereunder, including Claims made by invitees of Lessee or any assignee or any sublessee of Lessee or any assignee, or by any other Person entering on or in the Property (2) latent or other defectsdefects in, to or affecting the Property, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of the Lease or any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to the Property, (7) Claims based on violations or failure of title arising in connection with the zoning ordinances, rules, regulations or laws applicable to the Property and (8) any Leased claim resulting from or related to the leasing or subleasing of the Property or any Claim for utility “tap-in” feesthe construction of the Improvements; (vd) a the offer, issuance or sale of the Participation Interests or any interest therein in accordance with the terms of the Operative Documents; (e) the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee or any Affiliate to act on its behalf in connection with this Participation Agreement, or the incurring of any fees or commissions to which the Lessor might be subjected by virtue of entering into the transactions contemplated by this Participation Agreement; (g) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title theretothe Equipment, any interest therein or the Lease, any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, the Existing Owner, the Lessor or any of its their contractors or agents or by reason of the financing of the Property or any personality personalty or equipment purchased or leased by the Lessee or Alterations Improvements or Modifications constructed by the LesseeLessee or any sublessee, except Lessor Liens and Liens in favor of the Lessee Agent or the Lessor; (h) the transactions contemplated hereby, by the Lease or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code (other than any Claim resulting from a breach of representation or warranty of the Lessor or any Participant); or (i) the purchase of the Property by the Lessor, or any matters arising therefrom or related thereto; provided, however, the Lessee shall not be required to indemnify any Indemnitee -------- ------- under this Section 13.1 for any of the following: (1) any Claim to the extent ------------ resulting from the willful misconduct or gross negligence of such Indemnitee (it -- being understood that the Lessee shall be required to indemnify an Indemnitee ---------------- even if the ordinary (but expressly excluding not gross) negligence of such Indemnitee caused or contributed to such Claim), (2) any Claim resulting from Lessor LiensLiens which the Lessor is responsible for discharging under the Operative Documents, (3) any Imposition or other claims for Taxes of the type(s) described in Section 13.5, ------------- (4) any Claims of the type(s) described in Sections 13.2, 13.6, 13.7, 13.8 and ------------- ---- ---- ---- 13.10, or (5) any such Claim under this Section 13.1 arising with respect to the ----- ------------ Improvements only prior to the Completion Date except as follows: (A) The Lessee shall indemnify the Lessor from and against any Claim Within the Lessee's Control, subject to the following: (1) if such Claim is not related to an inability or failure to complete construction of the Improvements (or if such Claim is related to an inability or failure to complete construction of the Improvements but also constitutes or arises out of a Fully Indemnifiable Event), the indemnification provided in this Section 13.1 shall not be subject to any monetary ------------ limitation; and (vii2) any Environmental Claim. Lessee shall be entitled to credit against any payments due if such Claim is related to an Indemnitee under inability or failure to complete construction of the Improvements and such Claim does not constitute or arise out of a Fully Indemnifiable Event, the Lessee's monetary obligation for indemnification provided in this Section 7.1 both 13.1 together with all other similarly ------------ limited amounts payable prior to the Complete Date under Section ------- 9.1(b)(i), Section 9.3(b)(i), Section 13.10, clause (xi)(B) any insurance recoveries received by such Indemnitee in respect to the --------- ----------------- ------------- the proviso of Section 24.1 of the matters described herein Lease and any similarly limited payment obligation of the Lessee in connection with the return or sale of the Property under the Lease or from insurance paid the Construction Agency Agreement, shall not exceed the maximum Land Interest Residual Value Guarantee Amount and Improvements Residual Value Guarantee Amount. (B) If any Lessor Party incurs any such claims or expenses for which the Lessee is not obligated to indemnify such Lessor Party pursuant to clause (5)(i) of this Section 13.1, such claims shall, if ------------- ------------ such Lessor Party shall so request by any Person other than the Indemnitee or an Affiliate thereof or assigned a written notice to the Lessor by and the Lessee Lessor shall give its prior written consent thereto, be capitalized pursuant to Section 3.7(e)(ii). ------------------ It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject The Lessee, whether or not any ----------------------- of the transactions contemplated hereby shall be consummated, agrees to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following asserted against such Indemnitee (whether because of action or not any omission by such Indemnitee is indemnified or otherwise), as to such matter Property leased by it in any other Person and whether way relating to or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding thereby (including syndication of the Loans as contemplated herein and in connection therewiththe other Operative Documents), and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, nondelivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Section 16.2(c) or 16.2(e) of title the Master Lease or any sale --------------- ------- pursuant to Article V, XVIII or XX of the Master Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or --------- ----- -- disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Land and/or Improvements or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (on the basis of strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Siteany of the Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Master Lease and Construction Agency Agreement which policies are in effect at any time with respect to a Leased any of the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased any Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property of the Properties, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Participation Agreement or any other Operative Document or pursuant to the acquisition of the Property pursuant to this Participation Agreement or any other Operative Document; (f) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee or Administrative Agent, the Lenders and/or the Lessor, but expressly excluding any Lessor Liens; andor (viig) the transactions contemplated by the Lease or by any Environmental Claimother Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; (h) Lessor's indemnification of the Collateral Agent pursuant to Section 5.9 of the Construction Period Security and Control Agreement. ----------- provided, however, that the Lessee shall not be entitled required to credit against indemnify any payments due to an -------- ------- Indemnitee under this Section 7.1 both 13.1 for any of the following: (x1) any insurance recoveries received by Claim to ------------ the extent resulting from the willful misconduct or gross negligence of such Indemnitee in respect or (2) any Claim resulting from Lessor Liens which the Lessor or the Administrative Agent is responsible for discharging under the Operative Documents. 1. The Lessee and each ------------ Indemnitee agree to give each other prompt written notice of any Claim hereby indemnified against but the giving of any such notice by an Indemnitee shall not be a condition to the Lessee's obligations under this Section 13.1. ------------ Without limiting the express rights of the matters described herein Indemnitees under this Section 13.1, this Section 13.1 shall be construed as an indemnity only and not ------------ ------------ a guaranty of the residual value of the Property or from insurance paid for by any Person other than as a guaranty of the Indemnitee or an Affiliate thereof or assigned to the Loan Balance and Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeBalance.

General Indemnification. (a) Subject Each Seller, jointly and severally, covenants and agrees to clauses (b) and (f) below, the Lessee will indemnify, defend defend, protect and hold harmless the Indemnified Parties from, against and in respect of all Damages suffered, sustained, incurred or paid by any Indemnified Party, in each Indemnitee harmlesscase in connection with, resulting from or arising out of, directly or indirectly (whether or not involving a third party claim): (i) the inaccuracy or breach of any representation or warranty made by the Company or any Seller set forth in this Agreement or in any other agreement or any certificate delivered or provided in connection with or related to the consummation of the transactions contemplated by this Agreement; (ii) the nonfulfillment of any covenant or agreement on a Grossed-Up Basis, from the part of the Company or any Seller set forth in this Agreement or in any agreement or certificate executed and against delivered by the Company or any Seller pursuant to this Agreement or in the transactions contemplated hereby; (iii) any Liability with respect to any matter or matters described on Appendix B hereof; (iv) the Benefit Plans and any and all Claims benefits accrued under the Benefit Plans as of the Closing Date and any and all other Liabilities arising out of, or in connection with the form or operation of the Benefit Plans on or prior to the Closing Date; (v) any Liability which may include arises out of, relates to or is associated with any claim by any Indemnified D&O against the outstanding Lease Balance Company for indemnification for any act or omission by any portion thereof subject of them on or prior to the Closing Date; (vi) any limitations set forth in and all Liabilities resulting from any litigation, suit, proceeding, action, claim, demand or investigation pending or threatened against the Operative Documents, Company which arises out of the operations of the Company on or prior to the Closing Date including, without limitation, payments limited to the applicable Recourse Deficiency Amountany such matter listed on Schedule 3.13; (vii) that directly or indirectly relate toany and all Liabilities resulting from, result from or arise arising out of or are alleged to relate to, result from in connection with the Letter Agreement; and (viii) any and all Liabilities for Taxes (x) in connection with or arise arising out of any of the following (whether Company’s activities or not any such Indemnitee is indemnified as to such matter by any other Person and whether business on or not such Claim arises or accrues prior to the Closing Date or (determined, with respect to Tax periods that begin before and end after the Lease Expiration Closing Date): (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements allocation provisions of Section 6.6(b)) in excess of the Operative Documents, other agreements governing amount of such matters Taxes reflected as a current liability in the computation of Closing Working Capital (or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwisenot taken into account as a Non-Ordinary Course Liability), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (vy) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for owing by any Person other than the Indemnitee Company for which the Company may be liable, including, without limitation (A) under Treasury Regulation Section 1.1502-6 (or an Affiliate thereof any similar provision of state, local, or assigned foreign law), (B) as a transferee or successor, or (C) by contract. (b) Buyer covenants and agrees to indemnify, defend, protect and hold harmless the Lessor by the Lessee Seller Indemnified Parties from, against and (y) any other indemnity amount received by such Indemnitee in respect of such matters all Damages suffered, sustained, incurred or paid by any Seller Indemnified Party, in each case in connection with, resulting from a Person or arising out of, directly or indirectly: (other than i) the Lessorinaccuracy or breach of any representation or warranty made by Buyer or Merger Sub set forth in this Agreement or in any certificate delivered or provided in connection with or related to the consummation of the transactions contemplated by this Agreement; and (ii) unrelated the nonfulfillment of any covenant or agreement on the part of Buyer set forth in this Agreement or in any certificate executed and delivered by Buyer or Merger Sub pursuant to such Indemniteethis Agreement or in the transaction contemplated hereby.

General Indemnification. (a) Subject to clauses clause (b) and (f) below, the Lessee will agrees to indemnify, defend and hold each Indemnitee harmless, on a Grossed-Up Basis, from and against any and all Claims (which may include the outstanding Lease Balance or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited to the applicable Recourse Deficiency Amountthereof) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Document Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Sitethe Items of Equipment, the Lessee Collateral orCollateral, in each casethe Lessor Collateral, or any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; LSI Trust No. 2001-A Participation Agreement (iii) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site the Items of Equipment or any part thereof, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offer, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interesttitle, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site the Items of Equipment or any interest therein or improvements improvements, additions or modifications thereto or the imposition of any Lien thereon, or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or and Regulations including, without limitation, : Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Items of Equipment, the making of any Alterations alterations or modifications in violation of any standards imposed by any insurance policies polices required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property the Items of Equipment or any part thereof, and any Claim for patent, trademark or copyright infringement, infringement and Claims arising from any public improvements with respect to a Leased Property violations of any environmental noise or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” feespollution control laws; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor Certificate Trustee, Agent or any Participant pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party Lessee to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Sitethe Items of Equipment, title thereto, any interest therein or any Interim Rent, Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancyoperation, construction, repair or rebuilding of any Leased Property or any Site the Items of Equipment or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed alterations or modifications made by the Lessee, except Liens in favor of the Lessee Agent or the Lessor, but expressly excluding any Lessor Liens; and; (vii) any Environmental Claim. Lessee shall be entitled Claims related to credit against the Release from any payments due to an Indemnitee under this Section 7.1 both Item of Equipment of any substance into the environment, including (xwithout limitation) any insurance recoveries received by such Indemnitee in respect Claims arising out of the matters described herein under LSI Trust No. 2001-A Participation Agreement use of any Item of Equipment for the transportation or from insurance paid for by storage of any Person other than Hazardous Material; and (viii) the Indemnitee offer, issuance, sale, transfer, conversion or an Affiliate thereof or assigned to delivery of the Lessor by Notes and the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such IndemniteeCertificates.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted, or threatened to be asserted, against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; or (b) any Land, any Building or any part thereof or interest therein; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non- delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewithLien (or incurring of any liability to refund or pay over any amount as a result of any Lien) thereon, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vd) a the offer, issuance, sale or delivery of the Notes by the Lessee; (e) the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the existence retaining or employment of any Lien on broker, finder or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased financial advisor by the Lessee to act on its behalf in connection with this Master Agreement, or Alterations constructed by the Lessee, except Liens in favor incurring of the Lessee any fees or commissions to which the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.Agent, the

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted, or threatened to be asserted, against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; or (b) any Land, any Building or any part thereof or i nterest therein, including any Ground Lease; (iiic) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (1) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “"tap-in” " fees, and (7) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vd) a the offer, issuance, sale or delivery of the Notes by the Lessor; (e) the breach or alleged breach by the Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Master Agreement or the Transaction, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained by the Lessor, the Agent or any Lender); (g) the existence of any Lien on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title to any Leased Property, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except in all cases the Liens listed as items (a) and (b) in favor the definition of Permitted Liens; (h) the transactions contemplated hereby or by any other Operative Document, in respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor LiensCode; andor (viii) any Environmental Claim. act or omission by the Lessee under any Purchase Agreement or any other Operative Document, and any breach of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement or Ground Lease; provided, however, the Lessee shall not be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any of the following: (x1) any insurance recoveries received Claim to the extent that such Claim results from the willful misconduct or gross negligence of such Indemnitee, or (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, in each case, as determined by a court of competent jurisdiction in a final and nonappealable judgment, and, provided, further, that with respect to each Construction Land Interest, the Lessee's indemnity obligations with respect to such Indemnitee in respect Leased Property, shall be governed by Section 3.4 of the matters described Construction Agency Agreement during the Construction Term therefor. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other remedy under this Master Agreement, the Lease or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor Operative Document. All amounts payable by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated pursuant to such Indemniteethis Section 7.1 shall be Supplemental Rent.

General Indemnification. (a) Subject Lessee agrees to clauses (b) and (f) below, the Lessee will indemnify, defend defend, and hold keep harmless each Indemnitee harmless, on a Grossed-Up BasisIndemnitee, from and against any and all Claims arising out of acts, or failures to act, prior to the expiration or earlier termination of the Term (which whether during the Lease Term, or prior to the Closing Date), whenever they may include be suffered, imposed on or asserted against any Indemnitee, to the outstanding Lease Balance extent arising out of (i) the ownership, leasing, subleasing, assignment, financing, refinancing, renewal, return, operation, possession, use, non-use, maintenance, modification, alteration, reconstruction, restoration, or replacement of the Property or the Lease, or from the granting by Lessor at Lessee’s request of easements, licenses or any portion thereof subject similar rights with respect to all or any limitations set forth in part of the Operative DocumentsProperty, or from the construction, design, purchase or condition of the Property (including any Claims (whether by Governmental Authority or other Person) arising, directly or indirectly, out of the actual or alleged presence, use, storage, generation, Release or threat of Release of any Hazardous Materials, and any Claims for patent, trademark or copyright infringement and latent or other defects, whether or not discoverable), including any liability under Applicable Laws (including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that any Claims arising directly or indirectly relate toout of any actual or alleged violation, result from now or hereafter existing, of any Environmental Laws), (ii) this Lease or any modification, amendment or supplement thereto, to the extent arising out of the operation, maintenance, use or possession of the Property whether before or after the Closing Date, (iii) the non-compliance of the Property with Applicable Laws (including because of the existence of the Permitted Liens), (iv) without limiting any other indemnities herein, any other matters relating to the Property or any operations thereon, and not already covered by this Section 19.1(a), to the extent such matters arise out of the operation, maintenance, use or are alleged to relate to, result from or arise out of any possession of the following (Property by Lessee, whether before or not any such Indemnitee is indemnified as after the Closing Date, including matters relating to such matter Environmental Laws or Hazardous Materials, the breach by any other Person Lessee of its representations, warranties, covenants and obligations in this Lease whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): date of this Lease, (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiiv) the regulation business and activities of the ownershipLessee, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only except to the extent that the Indemnitee is subjected arising out of relationships not related to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; this transaction, (ivvi) the offercost of any Remedial Action, financingassessment, refinancingcontainment, inspectionmonitoring, mortgaging, pledging, granting treatment and/or removal of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of any and all Hazardous Materials from all or any part portion of each Leased the Property or any product produced therewithsurrounding areas over which Lessee has responsibility, each Site the cost of any actions taken in response to a release or threat of release of any interest therein Hazardous Materials on, in, under, relating to or improvements thereto or the failure to perform or accomplish affecting any portion of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereofsurrounding areas over which Lessee has responsibility to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, any Claim for patentsafety, trademark welfare or copyright infringementthe environment, and Claims arising from any public improvements costs incurred to comply with respect to a Leased Property or a Site resulting Environmental Laws in any change or special assessments being levied against such Leased Property or such Site connection with all or any plans to modify, widen or realign any street or highway adjacent to any Leased portion of the Property or any Claim for utility “tap-in” fees; surrounding areas over which Lessee has responsibility, (vvii) a breach by the Lessee of any of its covenants under any Operative Document, Lease Default or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Lease Event of Default, (viii) any litigation, suit, cause of action, writ, decree, injunction, order, judgment, proceeding or Claim now or hereafter asserted against the material inaccuracy Property, Lessor (by virtue of any information provided by any such party to any third party in connection with its ownership of, leasing or financing of the preparation by such third party of a report Property), or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or Lessee with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or this Lease, and (ix) any Site defects in title caused, created or permitted by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or anyone acting by, through or under Lessee. Lessee acknowledges that the foregoing includes any costs incurred by Lessor, or the Lender in performing any inspections of its contractors any Property if such inspection reveals a violation by Lessee of Section 8.5. Lessee shall not be required to indemnify any Indemnitee under this Section 19.1 for any Claim to the extent resulting from (A) the willful misconduct or agents negligence or breach of representation or warranty of such Indemnitee or a member of such Indemnitee’s Group, (B) any amounts payable to Lender unless such amounts are payable by reason Lessee under this Lease, (C) any acts or events to the extent first occurring after the expiration of the financing Lease Term and return of the Property to Lessor in the condition required in this Lease (but any personality or equipment purchased or leased indemnification first arising after the expiration of the Term (and not otherwise covered hereby) shall include only those matters relating to Lessee’s failure to return the Property in the condition required), (D) any taxes, except to the extent covered in Sections 8.6 of this Lease, (E) any voluntary transfers of the Property made by Lessor (other than arising out of a Lease Event of Default by Lessee), and (F) any voluntary transfer made by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental ClaimLender. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) 19.1 any insurance recoveries or other reimbursements received by such the Indemnitee to be indemnified in respect of the matters described herein related Claim under or from insurance paid for for, directly or indirectly, by any Person other than the Indemnitee or an Affiliate thereof Lessee or assigned to the Lessor by Lessee, to the extent such insurance recoveries exceed such Indemnitee’s costs and expenses incurred in recouping such insurance recovery. (b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitees shall give prompt notice thereof to Lessee, provided that failure to so notify Lessee shall not reduce Lessee’s obligations to indemnify any Indemnitee hereunder unless and only to 1). Such Indemnitee may (but shall not be obligated to) participate in a reasonable manner at its own expense (unless Lessee is not properly performing its obligations hereunder) and with its own counsel in any proceeding conducted by Lessee in accordance with the foregoing. If Lessee shall defend the Indemnitee in any such suit or proceeding, then, unless such Indemnitee shall determine (in its reasonable discretion) that a conflict of interest exists between Lessee and such Indemnitee, Lessee shall not be obligated to reimburse the Indemnitee for the cost of such Indemnitee’s attorneys’ fees or expenses incurred in connection with such suit or proceeding. (yc) Each Indemnitee shall at Lessee’s expense supply Lessee with such information and documents reasonably requested by Lessee in connection with any Claim for which Lessee may be required to indemnify any Indemnitee under this Section 19.1. Unless a Lease Event of Default is continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim for which indemnification is required under this Section 19.1 without the prior written consent of Lessee. Lessee shall have the authority to settle or compromise any Claim against an Indemnitee hereunder, provided that no admission of wrongdoing shall be required of such Indemnitee and such Indemnitee shall be released of all liability in connection with any such Claim. (d) Upon payment in full of any Claim by Lessee pursuant to this Section 19.1 to or on behalf of an Indemnitee, Lessee, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto, and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise reasonably cooperate with Lessee to enable Lessee to pursue such claims. (e) Prior to paying any amount otherwise payable to an Indemnitee pursuant to this Section 19.1, Lessee shall be entitled to receive from such Indemnitee (i) a written statement describing the amount so payable, (ii) a general release from Indemnitee upon such payment with respect to the claim made and (iii) such additional information as Lessee may reasonably request and which is reasonably available to such Indemnitee to properly substantiate the requested payment. (f) Subject to the penultimate sentence of Section 19.1(a) above, Lessee’s liability hereunder shall in no way be limited or impaired by any act, including, without limitation, (i) any other indemnity amount received by such Indemnitee in respect amendment or modification to the Lease, (ii) any waiver of such matters from a Person any Lease Event of Default, default, or extension of time or any failure to enforce any remedies or rights of either Lessor or Lender, (other than iii) any sale or transfer of the LessorProperty, or (iv) unrelated to such Indemniteeany assignment of the Lease.

General Indemnification. (a) Subject The Company covenants and agrees to clauses (b) and (f) below, the Lessee will indemnify, defend defend, protect and hold harmless the Indemnified Parties from, against and in respect of all Losses that may be suffered, sustained, incurred or paid by any Indemnified Party, whether or not involving a third party claim, in each Indemnitee harmlesscase in connection with, resulting from or arising out of, directly or indirectly: (i) the inaccuracy or breach of any representation or warranty made by the Company in this Agreement or in any other agreement or other document delivered in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) the non-fulfillment or breach of any covenant or agreement on a Grossed-Up Basisthe part of the Company in this Agreement or in any other agreement or other document delivered in connection with this Agreement or the consummation of the transactions contemplated hereby; (iii) the existence of, from and against or the failure of the Company to pay, perform or discharge when due, any Liability; (iv) any Excluded Asset; (v) any act or omission of the Company or any Representative of the Company on or prior to the Closing Date; (vi) any and all Claims (which may include the outstanding Lease Balance Liabilities resulting from any litigation, suit, proceeding, action, claim, demand or any portion thereof subject to any limitations set forth in the Operative Documents, including, without limitation, payments limited investigation pending or threatened related to the ownership or use of the Purchased Assets by the Company or the conduct of the Business by the Company; (vii) the bulk transfer or bulk sales provisions of any applicable Recourse Deficiency Amountlaw; (viii) that directly any and all Liabilities for Taxes in connection with or indirectly relate to, result from or arise arising out of or are alleged to relate to, result from or arise out of any the ownership of the following (whether Purchased Assets on or not any such Indemnitee is indemnified as to such matter by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration operation of the Business on or prior to the Closing Date): ; (iix) each Leased Propertyany and all Liabilities in connection with or arising out of the employment or engagement, each Siteor termination of employment or engagement, of any person employed or engaged by the Lessee Collateral or, in each caseCompany at any time, any part thereof; (ii) any act or omission of the Operative Documents or any Company prior to the Closing Date which by virtue of the transactions contemplated thereby, TUPE Regulations is deemed to be an act or any investigation, litigation, enforcement omission of the Purchaser or proceeding in connection therewithrelation to which liability transfers to the Purchaser, and any amendment, modification or waiver in respect thereof; claim relating to either Party’s failure to comply with its obligations to inform and/or consult under the TUPE Regulations; and (iiix) enforcing the regulation Indemnified Party’s rights hereunder. The indemnification provided hereunder will terminate twenty one (21) days after publication of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site or any part thereof, but only liquidator’s notice to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement creditors published in the transactions contemplated in London Gazette so long as the Operative Documents; (iv) the offerCompany has complied with Section 5.4, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installation, condition, transfer of title or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), latent or other defects, whether or not discoverable, any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim for patent, trademark or copyright infringement, and Claims arising from any public improvements with respect to a Leased Property or a Site resulting in any change or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; (v) a breach by the Lessee of any of its covenants under any Operative Document, or a misrepresentation by the Lessee (including any omission by Lessee provided that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or indemnification shall survive with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed claims arising prior to have been furnished such date to the Lessee, extent such claim is made on or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by before such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemniteedate.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Documentation Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property or any part thereof or interest therein; (c) the ownershippurchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to any provision hereof), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien other than a Lessor Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien other than a Lessor Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the this Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Property, or any Claim for utility “"tap-in” " fees; (vd) a the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vie) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with the transactions contemplated hereby; (f) the existence of any Lien on or with respect to any Leased the Property, any SiteImprovements, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.any

General Indemnification. (a) Subject Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or asserted against any portion thereof subject to any limitations set forth in the Operative DocumentsIndemnitee, including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date): (i) each Leased Property, each Site, the Lessee Collateral ordate of this Agreement, in each case, any part thereof; way relating to or arising out of (ii) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof; (iiia) the regulation of the ownership, construction, installation, leasing, use or operation of each Leased Property, each Site Properties or any part thereof, but only to and the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offerdesign, financing, refinancingconstruction, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, mortgaging, granting of a security interest in, preparation, installation, condition, transfer of title or other ownership interesttitle, rental, use, nonuse, occupancy, operation, management, storage, maintenance, modification, alteration, repair, rebuilding, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewiththe Properties, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative Documents, other agreements governing such matters or Applicable Laws or Regulations including, including without limitation, Claims limitation (i) claims or penalties arising from any violation of law or liability in tort (strict liability or otherwise), latent (ii) loss of or damage to any property or death or injury to any Person, (iii) latent, patent, hidden or other defects, whether or not discoverable, and (iv) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Site, the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased Property or any part thereof, any Claim claim for patent, trademark or copyright infringement, (b) the Operative Documents or any of them (other than the Trust Agreement, the Debt Documents and Claims the Residual Value Insurance policy) and the Overall Transaction (other than to the extent related to the Trust Agreement, the Debt Documents and the Residual Value Insurance policy) or any modification, waiver, amendment or supplement thereto required by the terms of the Operative Documents (other than the Trust Agreement, the Debt Documents and the Residual Value Insurance policy) or requested by the Lessee or any breach or violation thereof by the Lessee, payments made pursuant to any thereof or the enforcement by any Indemnitee of any of its rights under the Operative Documents against the Lessee, (c) the non-compliance with Applicable Laws and Regulations (including without limitation because of the existence of the Permitted Liens) of any Property, (d) whether or not such Claim arises or accrues prior to the date of this Agreement, any Claim or Environmental Damages relating to or arising out of or in connection with any matter relating to the Properties, including, without limitation, the Lessee's breach of its representations, warranties, covenants and obligations in this Agreement, the Lease, any FMV Lease or any other Operative Documents, prior to or during the Lease Term or the FMV Lease Term, as the case may be, at, on or under the Properties, (e) an inaccuracy of any representation or a breach of any warranty or covenant made by the Lessee in this Agreement or another Operative Document or (f) any Redemption Premium due as a result of the termination of the Lease; provided, however, that Lessee shall not be required to indemnify any Indemnitee under this Section 8.1 for any of the following: (1) any Claim to the extent attributable to loss or liability arising from any public improvements acts or events with respect to a Leased Property which occur after such Property has been returned to Lessor after termination or expiration of the Lease or FMV Lease (if later) with respect to such Property (I) unless such Property was returned to Lessor as a Site resulting result of the exercise of remedies as a result of a Lease Event of Default, in any change which case such indemnity shall continue as long as such Lease Event of Default is continuing and (II) except to the extent such loss or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees; liability arose because of (vA) a breach by the Lessee of the Lease or an FMV Lease, including covenants which expressly provide for performance by Lessee after termination or expiration of the Lease or FMV Lease (if later) and including the return provisions of Article 12 of the Lease or of an FMV Lease, as the case may be, or (B) any personal injury which occurred prior to such return (it being agreed that a Bank Branch Property or any Property subject to a Partial Occupancy Lease shall be deemed to be returned to Lessor for purposes of this Article VIII when such Bank Branch Lease or Partial Occupancy Lease, as the case may be, commences), (2) any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee or its Indemnitee Group, (3) any Transaction Cost or any other expense expressly provided under any of the Operative Documents to be paid or borne by a party other than the Lessee, (4) any Claim to the extent resulting from a transfer by such Indemnitee or its Indemnitee Group of all or part of its interest in the Lease, an FMV Lease, the other Operative Documents or a Property or any interest therein (including without limitation any expenses of the character referred to in Section 7.4(c)(xii) or Section 7.4(d)(x) hereof,) other than (x) while a Lease Event of Default shall have occurred and be continuing or (y) a transfer required by the Operative Documents, (5) any Claim to the extent resulting from a breach or violation by such Indemnitee or its Indemnitee Group of any of its representations, warranties or covenants under in any of the Operative DocumentDocuments or from a violation of Applicable Laws and Regulations by such Indemnitee or its Indemnitee Group (including, without limitation, any such breach, misrepresentation relating to, or violation of, ERISA or any related provisions of the Code), unless such breach, misrepresentation or violation is the result of a misrepresentation by the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased breach by the Lessee or Alterations constructed by any other party to an Operative Document (other than such Indemnitee or any member of its Indemnitee Group) of any of their respective obligations under any Operative Document to which it is a party or as it relates to any violation of Applicable Laws and Regulations, if such violation is attributable to the Lessee, except Liens in favor business or activities of the Lessee or the nature, design, engineering, use, repair, construction or location of any of the Properties, (6) any Claims in respect of Taxes, other than a payment necessary to make payments under this Section 8.1 on an After-Tax Basis, (7) any Claim to the extent resulting from any amendment to any Operative Document which is not required by the terms of the Operative Documents, expressly consented to by the Lessee or made at the request of the Lessee, (8) any Claim for losses by an Indemnitee or its Indemnitee Group (x) based on its inability to invest in another transaction or use for any other purpose the funds invested in connection with the transactions contemplated hereby or (y) for which a payment of Stipulated Loss Value paid by the Lessee in accordance with the terms of the Operative Documents is intended, as calculated, to compensate such Indemnitee, provided that this clause (8) shall only be construed to limit Lessee's obligations under this Section 8.1 and not otherwise to limit any damages which any Indemnitee may be entitled to recover under Applicable Laws and Regulations for any breach of any of the Operative Documents, (9) any Claim to the extent arising as a result of any Event of Default or Default which is not also a Lease Event of Default or Lease Default, (10) any Claim to the extent arising from any failure on the part of the Indenture Trustee, the Pass Through Trustee or Lessor to distribute funds in accordance with the Operative Documents, provided that the Lessee shall have made payment of such funds to the Indenture Trustee or Lessor, but expressly excluding any Lessor Liens; andas the case may be, to the extent and in the manner required under the Operative Documents, (vii11) overhead expenses incurred by an Indemnitee, (12) with respect to the Indenture Trustee, any failure of the Indenture Trustee to be properly qualified (or to have properly appointed a co-trustee) for such roles in the jurisdictions where the Properties are located, or (13) any Environmental ClaimClaim to the extent arising out of the Trust Agreement, the Debt Documents or the Residual Value Insurance policy, except for the obligation of the Lessee to pay Redemption Premium as a result of the termination of the Lease, provided that this Clause (13) shall not affect the rights of the Residual Value Insurer as an assignee of the rights of any Indemnitee if there shall have been any such assignment. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) 8.1 any insurance recoveries received by such the Indemnitee in respect of the matters described herein related Claim under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof Lessee or assigned to such Indemnitee by the Lessor Lessee. If the Lessee shall obtain knowledge of any Claim indemnified against under this Section 8.1, the Lessee shall give prompt notice thereof to the appropriate Principal Indemnitee or Principal Indemnitees, and if any Indemnitee shall obtain any such knowledge, the related Principal Indemnitee shall give prompt notice thereof to Lessee, provided that failure to so notify Lessee shall not release Lessee from any of its obligations to indemnify hereunder except if such failure shall have precluded Lessee from contesting such Claim or such failure shall result in an increased Claim, but only to the extent of such increase. With respect to any amount that Lessee is requested by a Principal Indemnitee to pay by reason of this Section 8.1, such Principal Indemnitee shall, if so requested by the Lessee, at the Lessee's expense, and prior to any payment, submit such additional information to the Lessee as the Lessee may reasonably request and which is reasonably available to such Principal Indemnitee or its Indemnitee Group to substantiate properly the requested payment. In case any action, suit or proceeding shall be brought against any Indemnitee, the related Principal Indemnitee shall notify Lessee of the commencement thereof, and Lessee or its insurer shall be entitled, at Lessee's expense, acting through counsel reasonably acceptable to such Principal Indemnitee, to participate in, and, to the extent that the Lessee or its insurer desires to, assume and control the defense thereof; provided, however, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding if, and only for so long as, (i) a Lease Event of Default or (ii) a Lease Default under Section 18(e) of the Lease or any FMV Lease has occurred and is continuing; and provided further that if and to the extent such action, suit or proceeding includes a claim that the Indemnitee is guilty of criminal misconduct or involves the Lessee in a material conflict of interest as determined in accordance with then prevailing standards of professional conduct, or the Lessee has not acknowledged in writing to such Indemnitee that the Lessee is obligated to indemnify such Indemnitee with respect to such Claim under this Section 8.1, the Principal Indemnitee may at its election engage a second legal counsel to represent such Indemnitee in such action, suit or proceeding and the reasonable fees and expenses of which will be paid by the Lessee if such counsel is reasonably acceptable to the Lessee and the Lessee retains control of such action, suit or proceeding; provided that the Principal Indemnitee shall assume control of all matters relating to the Principal Indemnitee and its Indemnitee Group. The Principal Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Principal Indemnitee shall at Lessee's expense supply Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 8.1. Unless a Lease Event of Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 8.1 without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Indemnitee waives its right to be indemnified under this Section 8.1 with respect to such Claim. Upon payment in full of any Claim by the Lessee pursuant to this Section 8.1 to or on behalf of an Indemnitee, the Lessee, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto (y) any other indemnity amount received than claims in respect of insurance policies maintained by such Indemnitee at its own expense), and the related Principal Indemnitee shall at the Lessee's expense cause such Indemnitee to execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise cooperate with Lessee and give such further assurances as are necessary or advisable to enable Lessee vigorously to pursue such claims. Lessee shall not enter into any settlement or other compromise with respect to any Claim against any Indemnitee without the prior written consent of the related Principal Indemnitee unless the Lessee has acknowledged in a writing satisfactory to such Principal Indemnitee such Indemnitee's right to full indemnification hereunder with respect to such Claim. Any amount payable to an Indemnitee pursuant to this Section 8.1 shall be paid to such Indemnitee promptly upon receipt of a written demand therefor from the related Principal Indemnitee, accompanied by a written statement describing the basis for such indemnity and the computation of the amount so payable and, if requested by the Lessee, such determination shall be verified by a nationally recognized independent accounting firm mutually acceptable to Lessee and the Principal Indemnitee at the Lessee's expense. Nothing in this Section 8.1 shall be construed as a guaranty by the Lessee of any residual value in the Properties or as a guaranty of the Notes. The indemnities contained in this Article VIII shall survive the expiration or earlier termination of the Lease or any FMV Lease, as applicable, and any assumption of the Notes by the Lessee in accordance with Section 10.1 hereof. 1. If an Indemnitee is not a party to this Agreement, the Lessee may require such Indemnitee to agree in writing, in a form reasonably acceptable to the Lessee, to the terms of this Article VIII prior to making any payment to such Indemnitee under this Article VIII. Should an Indemnitee receive any refund, in whole or in part, with respect to any Claim paid by the Lessee hereunder, it shall promptly pay the amount refunded (but not an amount in excess of the amount the Lessee or any of its insurers has paid in respect of such matters from Claim) over to the Lessee unless a Person (other than Special Default or a Lease Event of Default shall have occurred and be continuing in which case the Lessor) unrelated to such Indemniteeamount refunded shall be held by the related Principal Indemnitee as security for the obligations of the Lessee under the Operative Documents.

General Indemnification. (a) Subject to clauses (b) Whether or not any of the transactions contemplated hereby shall be consummated, each of the Construction Agent and (f) below, the Lessee will jointly and severally shall pay and assume liability for, and does hereby agree to indemnify, defend protect, defend, save and hold each Indemnitee keep harmless, on a Grossedan After-Up Tax Basis, each Indemnitee from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not such Claim is covered by any other indemnification under this Article IX or such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and Person, whenever such Claim arises or accrues, including whether or not such Claim arises or accrues at any time prior to the Closing Date or after the Lease Expiration applicable Maturity Date):, in any way arising out of or relating to: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement litigation or proceeding in connection therewith, and or any amendment, modification or waiver in respect thereof; (iiib) the regulation of Facility or Equipment or any part thereof or interest therein; (c) the ownershippurchase, mortgaging by the Lessee or its Affiliates, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspection, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including any sale or other ownership interesttransfer pursuant to the Lease), rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment return or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein in the Facility or improvements thereto Equipment or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (i) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (ii) any Claim resulting from or related to latent or other defects, whether or not discoverable, (iii) any Claim resulting from or related to the leasing of the Site or Construction thereon, (iv) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property the Facility or a Siteany part thereof, (v) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee or the Construction Agent pursuant to this Participation Agreement, the Lease or the Construction Agency Agreement which policies are in effect at any time with respect to a Leased Property the Facility or any part thereof, (vi) any Claim for patent, trademark or copyright infringement, and (vii) Claims arising from any public improvements with respect to a Leased Property or a the Site resulting in any change or special assessments being levied against such Leased Property or such the Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property the Site, or any Claim for utility “"tap-in” fees; " fees or (vviii) a breach by the Lessee of claims arising from any of its covenants under any Operative Documentagreement, arrangement or instrument executed to fulfill, or a misrepresentation by enhance, develop or facilitate the Lessee (including any omission by Lessee that makes any representation made by Lessee materially misleading) in any Operative Document construction, development or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to any Operative Document; (vi) the existence of any Lien on or with respect to any Leased Property, any Site, title thereto, any interest therein or any Basic Rent or Supplemental Rent, including any Liens which arise out operation of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personality or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except Liens in favor of the Lessee or the Lessor, but expressly excluding any Lessor Liens; and (vii) any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee in respect of the matters described herein under or from insurance paid for by any Person other than the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person (other than the Lessor) unrelated to such Indemnitee.Facility;

General Indemnification. (a) Subject Each Lessee, jointly and severally, agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold harmless each Indemnitee harmlessIndemnitee, on a Grossedan After-Up Tax Basis, from and against against, any and all Claims (which that may include the outstanding Lease Balance be imposed on, incurred by or any portion thereof subject asserted, or threatened to any limitations set forth in the Operative Documentsbe asserted, includingagainst such Indemnitee, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person (provided that no Indemnitee shall have the right to double recovery with respect to any Claim) and whether or not such Claim arises or accrues prior to the any Closing Date or after the Lease Expiration Termination Date):, or results from such Indemnitee’s negligence, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation, enforcement or proceeding in connection therewith, and any amendment, modification or waiver in respect thereof;; or (iiib) the regulation of the ownershippurchase, design, construction, preparation, installation, leasinginspection, use or operation delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition, substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer of title sale (including, without limitation, any sale pursuant to the Lease), return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each any interest in any Leased Property or the imposition of any product produced therewith, each Site or any interest therein or improvements thereto or the failure to perform or accomplish any of the foregoing in accordance with the requirements of the Operative DocumentsLien, other agreements governing such matters than a Lessor Lien (or Applicable Laws incurring of any liability to refund or Regulations pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, including, without limitation, : (i) Claims or penalties arising from any violation or alleged violation of law or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a any Leased Property or a Siteany part thereof, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the any Lessee pursuant to the Lease which policies are in effect at any time with respect to a any Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement, and (vi) Claims arising from any public improvements with respect to a any Leased Property or a Site resulting in any change charge or special assessments being levied against such Leased Property or such Site or any plans to modify, widen or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” fees, and (vii) Claims for personal injury or real or personal property damage occurring, or allegedly occurring, on any Land, Building or Leased Property; (vc) a the breach or alleged breach by the Concord or any other Lessee of any of its covenants under any Operative Document, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vid) the retaining or employment of any broker, finder or financial advisor by Concord or any other Lessee to act on its behalf in connection with this Master Agreement, or the incurring of any fees or commissions to which the Lessor, the Agent or any Lender might be subjected by virtue of their entering into the transactions contemplated by this Master Agreement (other than fees or commissions due to any broker, finder or financial advisor retained or deemed retained by the Lessor, the Agent or any Lender); (e) the existence of any Lien (other than Lessor Liens) on or with respect to any Leased Property, any Sitethe Construction, title thereto, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Construction Agent, any Lessee, or any of its contractors or agents or by reason of the financing of any personality personalty or equipment purchased or leased by the any Lessee or Alterations constructed by any Lessee; (f) the Lesseetransactions contemplated hereby or by any other Operative Document, except Liens in favor respect of the Lessee or application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Lessor, but expressly excluding any Lessor Liens; andCode; (viig) any Environmental Claim. act or omission by Concord or any other Lessee under any Purchase Agreement or any other Operative Document, or any breach by Concord or any other Lessee of any requirement, condition, restriction or limitation in any Deed, Purchase Agreement, IDB Documentation or Ground Lease; or (h) any IDB Documentation; provided, however, no Lessee shall be entitled required to credit against indemnify any payments due to an Indemnitee under this Section 7.1 both for any Claim to the extent that such Claim results from any of the following: (x1) any insurance recoveries received Claim to the extent that such Claim results from the willful misconduct or gross negligence of such Indemnitee, (2) any Claim resulting from Lessor Liens under the Operative Documents, (3) any Claims resulting from a breach of the Operative Documents by such Indemnitee, (4) any Claim resulting from a violation of Applicable Law by such Indemnitee that relates to the general business of such Indemnitee or (5) any Claim arising from events occurring after payment in respect full of the matters described herein under Lease Balance and the termination of the Lease in accordance with the terms thereof (including the return or from insurance paid for by any Person other than sale of the Indemnitee or an Affiliate thereof or assigned Leased Properties pursuant to the Lessor by terms thereof); and, provided, further, that with respect to each Construction Land Interest, each Lessee’s indemnity obligations with respect to such Leased Property shall be governed by, and expressly limited to the Lessee matters covered by, Section 3.3 of the Construction Agency Agreement during the Construction Term therefor. It is expressly understood and (y) agreed that the indemnity provided for herein shall survive the expiration or termination of, and shall be separate and independent from any other indemnity amount received by such Indemnitee in respect of such matters from a Person (remedy under this Master Agreement, the Lease or any other than the Lessor) unrelated to such IndemniteeOperative Document.

General Indemnification. (a) Subject The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to clauses (b) assume liability for, and (f) below, the Lessee will to indemnify, defend protect, defend, save and hold keep harmless each Indemnitee harmlessIndemnitee, on a Grossed-Up an After Tax Basis, from and against against, any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (which may include the outstanding Lease Balance whether because of action or any portion thereof subject to any limitations set forth in the Operative Documentsomission by such Indemnitee or otherwise), including, without limitation, payments limited to the applicable Recourse Deficiency Amount) that directly or indirectly relate to, result from or arise out of or are alleged to relate to, result from or arise out of any of the following (whether or not any such Indemnitee is shall also be indemnified as to any such matter Claim by any other Person and whether or not such Claim arises or accrues prior to the Closing Date or after the Lease Expiration Date):, in any way relating to or arising out of: (i) each Leased Property, each Site, the Lessee Collateral or, in each case, any part thereof; (iia) any of the Operative Documents or any of the transactions contemplated thereby, thereby or any investigation, litigation, enforcement or proceeding in connection therewithviolation thereof, and any amendment, modification or waiver in respect thereof; (iiib) the regulation of Property, the ownershipLease or any part thereof or interest therein; (c) the purchase, design, construction, preparation, installation, leasinginspection, use delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or operation substitution, storage, transfer of each Leased Propertytitle, each Site or any part thereofredelivery, but only to the extent that the Indemnitee is subjected to such regulation as a result of its being a party to or beneficiary of the Operative Documents or its involvement in the transactions contemplated in the Operative Documents; (iv) the offeruse, financing, refinancing, inspectiondisposition, mortgaging, pledging, granting of a security interest in, design, manufacture, construction, purchase, ownership, acquisition, acceptance, rejection, delivery, nondelivery, redelivery, possession, transportation, lease, sublease, installationoperation, condition, transfer sale (including, without limitation, any sale pursuant to Sections 16.2, 16.3, 16.4, 17.2(c), 17.2(e) or 17.4 of title the Lease or any sale pursuant to Articles XX or XXII of the Lease, return or other ownership interest, rental, use, operation, storage, maintenance, modification, alteration, repair, assembly, sale, return, abandonment or other application or disposition of all or any part of each Leased Property or any product produced therewith, each Site or any interest therein or improvements thereto in the Property or the failure imposition of any Lien (or incurring of any liability to perform refund or accomplish pay over any amount as a result of the foregoing in accordance with the requirements of the Operative Documentsany Lien) thereon, other agreements governing such matters or Applicable Laws or Regulations including, without limitation, : (1) Claims or penalties arising from any violation of law federal, state or local law, rule, regulation or order or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to a Leased Property or a Sitethe Property, (4) the making of any Alterations Modifications in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which policies are in effect at any time with respect to a Leased the Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to a Leased the Property or a Site resulting in any change charge or special assessments being levied against such Leased the Property or such Site or any plans to modifywiden, widen modify or realign any street or highway adjacent to any Leased Property or any Claim for utility “tap-in” feesthe Property; (vd) the offer, issuance or sale of the Participation Interests, provided that (i) the Lessor shall not be entitled to indemnification under this clause (d) if it shall have been determined by a court of competent jurisdiction to have breached its representation set forth in Section 8.1(h), (ii) no Participant shall be entitled to indemnification under this clause (d) if it shall have been determined by a court of competent jurisdiction to have breached its representation set forth in Section 8.2(f) and (iii) neither the Lessor nor any Participant shall be entitled to indemnification under this clause (d) with respect to any Claim which a court of competent jurisdiction determines to have arisen out of the gross negligence or willful misconduct of the Lessor, the Agent or any Participant or its agents, employees or contractors (other than the Lessee) or any misrepresentation of a material fact made by the Lessor, the Agent or such Participant, unless the misrepresentation was made in reliance upon and in conformity with information furnished to the Lessor or such Participant, as applicable, by the Lessee or its agents, employees or contractors; (e) the breach by the Lessee of any of its covenants under any Operative Documentcovenant, representation or a misrepresentation by the Lessee (including any omission by Lessee that makes any representation warranty made by Lessee materially misleading) it or deemed made by it in any Operative Document or in any certificate or other document delivered by the Lessee to the Lessor pursuant to any Operative Document, or the occurrence of any Default or Event of Default, or the material inaccuracy of any information provided by any such party to any third party in connection with the preparation by such third party of a report or other document required to be delivered pursuant to by any Operative Document; (vif) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Participation Agreement, or the incurring of any fees or commissions to which the Lessor might be subjected by virtue of entering into the transactions contemplated by this Participation Agreement; (g) the existence of any Lien on or with respect to any Leased the Property, any Sitethe Improvements, title theretothe Equipment, any interest therein or any Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of any Leased the Property or any Site or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, the Existing Owner, the Lessor or any of its their contractors or agents or by reason of the financing of the Property or any personality personalty or equipment purchased or leased by the Lessee or Alterations Improvements or Modifications constructed by the Lessee, except Lessor Liens and Liens in favor of the Lessee Agent or the Lessor, but expressly excluding any Lessor Liens; and; (viih) the transactions contemplated by the Lessee hereby or by any Environmental Claim. Lessee shall be entitled to credit against any payments due to an Indemnitee under this Section 7.1 both (x) any insurance recoveries received by such Indemnitee other Operative Document, in respect of the matters application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described herein under or from insurance paid for by any Person other than in Section 4975(c) of the Indemnitee or an Affiliate thereof or assigned to the Lessor by the Lessee and (y) any other indemnity amount received by such Indemnitee in respect of such matters from a Person Code (other than any Claim resulting from a breach of representation or warranty of the Lessor or any Participant); or (i) the Existing Financing, any documentation relating thereto, the Existing Participants, the Existing Owner, or the purchase of the Property by the Lessor) unrelated to such Indemnitee., or any matters arising therefrom or related thereto;