Common use of General Indemnification Clause in Contracts

General Indemnification. Borrower shall indemnify, defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Landlord by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery adjoining sidewalks under the control of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Tenant of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Master Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation by Tenant of any other theory, whether brought Legal Requirement. Any amounts which become payable by a third party or by Borrower, and regardless of whether any Indemnified Person Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower shall Vendor agrees to indemnify, defend defend, and hold Bank harmless County and its Affiliates and the partnersofficers, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates employees (each, an “Indemnified Person”"Indemnitee") harmless against: from and against any and all liabilities, damages, losses, expenses, claims, damagesdemands, liabilities suits, fines, or judgments (each, a "Claim" and related expenses (collectively the "Claims"), including Bank Expenses and the reasonable attorneys' fees, charges costs, and disbursements expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any counsel for any Indemnified Person) (collectively, “Claims”) Claim arising out ofof or relating to any act, in connection witherror or omission, negligence, or as a result misconduct of (i) Vendor, its officers, directors, agents, employees and subcontractors, during the execution or delivery performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any other Loan Document payment required to be paid to subcontractors, if any, of Vendor; (c) any material misrepresentation or breach of warranty of any agreement representation or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebywarranty set forth in this Agreement; or, (iid) any Credit Extension or material breach of any covenant set forth in this Agreement, provided, however, that the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such foregoing indemnity shall not, as to any Indemnified Person, be available not apply to the extent that the applicable claim resulted from the acts or omissions of an Indemnitee. Proprietary Rights Indemnification. Vendor agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Vendor is enjoined from providing the Services and such lossesinjunction is not dissolved within thirty (30) calendar days, claimsor in the event that County is adjudged, damages, liabilities or related expenses are determined by in any final order of a court of competent jurisdiction by final and nonappealable judgment from which no appeal is taken, to have resulted from infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the gross negligence access or willful misconduct use of the Services, then Vendor shall, at its expense: (a) obtain for County the right to continue using such Indemnified PersonServices; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by County; or, (c) in the event that Vendor is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Vendor shall reimburse to County any prepaid fees and the full cost associated with any Transition Services. All amounts due under this Section 11.3 Indemnification Procedures. Promptly after receipt by County of a threat, notice, or filing of any Claim against an Indemnitee, County shall be payable promptly after demand thereforgive notice thereof to Vendor, provided that failure to give or delay in giving such notice shall not relieve Vendor of any liability it may have to the Indemnitee. Vendor shall have sole control of the defense and of all negotiations for settlement of a Claim and County shall not independently defend or respond to a Claim; provided, however, that (a) County may defend or respond to a Claim, at Vendor's expense, if County's counsel determines, in its sole discretion, that such defense or response is necessary; and, (b) County shall have the right, at its own expense, to monitor Vendor's defense of a Claim. At Vendor's request, County shall reasonably cooperate with Vendor in defending against or settling a Claim; provided, however, that Vendor shall reimburse County for all reasonable out-of-pocket costs incurred by County (including, without limitation, reasonable attorneys' fees and expenses) in providing such cooperation.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Landlord by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery adjoining sidewalks under the control of this Agreement, any other Loan Document Tenant or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, subtenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use repair by Tenant or proposed use any subtenant of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Master Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; (vi) the violation by Tenant or any subtenant of any Legal Requirement; and (vii) any matter arising out of Tenant’s (or any Operating Subtenant’s or any other theorysubtenant’s or any manager’s) management, whether brought by a third party operation, use or by Borrowerpossession of any Facility (or any part thereof) or any business or other activity carried on, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall notat, as from or in relation to any Indemnified PersonFacility (or any part thereof) (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant to Landlord under this Article XXI shall be available to paid within ten (10) Business Days after receipt of Notice from Landlord requesting payment of the extent that such lossessame, claims, damages, liabilities or related expenses are which notice may not be given until liability therefor has been determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant or any subtenant, or by their respective employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any subtenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank against all liabilities, obligations, claims, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Master Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its Affiliates sole cost and the partnersexpense, directorsshall contest, officersresist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, advisors and representatives of Bank and its Affiliates (eachintentional, an “Indemnified Person”) harmless against: all losseswillful or unlawful), claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs, fees and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges imposed upon or incurred by or asserted against Landlord and disbursements Facility Mortgagee, and each of any counsel for any Indemnified Person) (collectivelytheir respective successors and assigns, “Claims”) arising and their respective members, managers, partners, shareholders, officers, directors, agents, attorneys and representatives by reason of, which arise out of, in connection withare occasioned by, or are in any way attributable to or related to: (i) except to the extent caused solely as a result of (i) the execution Landlord’s gross negligence or delivery of this Agreementwillful misconduct, any other Loan Document accident, injury to or any agreement death of Persons or instrument contemplated hereby loss of or thereby, damage to property occurring on or about the performance by Leased Property or adjoining sidewalks under the parties hereto control of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Tenant of the proceeds therefrom, Project; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the conduct of Tenant’s business at the Leased Property; (v) the condition of the Project; (vi) the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (vii) any claim for malpractice, whether based negligence or misconduct committed by any Person on contractor working from the Project; (viii) the violation by Tenant of any Legal Requirement; (ix) any activity, tort work or any other theorything done or permitted by or on behalf of Tenant or its agents, whether brought contractors or subtenants in or about the Leased Property. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a third party final non appealable judgment or settlement or other agreement of the parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Article XXI, any acts or omissions of Tenant, or by Borroweremployees, and regardless agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Tenant shall have the right to reasonably control the defense or settlement of any Indemnified Person is a party theretoclaim; provided that Tenant shall not settle any such indemnity shall notclaim without Landlord’s prior written consent (which may be granted or withheld in Landlord’s sole discretion) if such settlement (a) does not fully and unconditionally release the Landlord from all liability relating thereto, as (b) admits liability or culpability of Landlord or (c) adversely impacts the exercise of the rights granted to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified PersonLandlord under this Lease. All amounts due Tenant’s liability under this Section 11.3 21.1 shall be payable promptly after demand thereforsurvive the expiration or earlier termination of this Maser Lease.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend and hold Bank Lessor and its Affiliates from and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements imposed upon or incurred by or asserted against Lessor or any of any counsel for any Indemnified Person) (collectively, “Claims”) arising out its Affiliates by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non‑use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or by Borrowerworking from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i) through (vi), and regardless of whether collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available obligation hereunder to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities arise solely from the gross negligence negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) Business Days after liability therefor is finally determined in a non-appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such Indemnified Persondetermination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or any of its Affiliates for which Lessee Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All amounts due indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article and the other indemnification obligations of Lessee under this Section 11.3 Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend and hold Bank Lessor and its Affiliates from and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements imposed upon or incurred by or asserted against Lessor or any of any counsel for any Indemnified Person) (collectively, “Claims”) arising out its Affiliates by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or by Borrowerworking from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i) through (vi), and regardless of whether collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available obligation hereunder to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities arise solely from the gross negligence negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) Business Days after liability therefor is finally determined in a non-appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such Indemnified Persondetermination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All amounts due indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article and the other indemnification obligations of Lessee under this Section 11.3 Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. Borrower shall indemnifyLessee will protect, defend defend, indemnify and hold Bank save harmless Lessor from and its Affiliates and the partnersagainst all litigation, directorsliabilities, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (including Bank Expenses including, without limitation, reasonable attorneys' fees and expenses, but excluding any Excluded Taxes) imposed upon or incurred by or asserted against Lessor or the reasonable fees, charges and disbursements Property or any part thereof by reason of the occurrence or existence during the Lease Term of any counsel for of the following, unless arising solely from acts which would constitute the willful misconduct or gross negligence of Lessor: (a) ownership of the Property or any Indemnified Personinterest therein, or receipt of any rent or other sum therefrom; (b) any accident, injury to or death of persons (collectivelyincluding workmen) or loss of or damage to property occurring on or about the Property or any part thereof or the adjoining streets or ways; (c) any use, “Claims”non-use or condition of the Property or any part thereof; (d) arising out ofany failure on the part of Lessee to perform or comply with any of the terms of this Lease; (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; or (f) any other loss or liability incurred or suffered by Lessor in connection with the Property or this Lease. In case any action, suit or proceeding is brought against Lessor by reason of any such occurrence, Lessee will (unless an Event of Default has occurred and is continuing hereunder, in connection withwhich case Lessor may elect to control, at Lessee's expense, the defense of such action, suit or proceeding), at Lessee's expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Lessee and approved by Lessor; provided, however, that Lessee shall consult with Lessor with respect to such defense and shall keep Lessor apprised as to the status of such defense; provided, further, that, in the event Lessee proposes to enter into a result settlement agreement with respect to any such action, suit or proceeding Lessee will send notice to Lessor of such proposed settlement, and Lessor shall have a period of 30 days after receipt of such notice to reject, in its reasonable judgment, such settlement. Failure to reject such settlement within such 30-day period shall be deemed to be an acceptance of such settlement, In the event Lessor rejects such settlement, Lessor shall assume the defense of such action, suit or proceeding, at its own cost and expense; provided, however, that if Lessor rejects any such proposed settlement and assumes the defense of such action, suit or proceeding, Lessee shall in any event only be obligated to indemnify Lessor for such action, suit or proceeding in the amount of the proposed settlement rejected by Lessor; provided, further, if Lessor believes that Lessee is not diligently pursuing the defense of any such action, suit or proceeding, Lessor shall have the option, but not the obligation, to assume such defense, and if Lessor assumes such defense, Lessor (i) shall conduct such defense diligently with a view to minimizing the execution costs of disposing of such action, suit or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyproceeding, (ii) any Credit Extension or the use or proposed use Lessor shall advise Lessee of the proceeds therefrom, all settlement offers received in respect thereof and (iii) Lessee shall have no liability in respect of such action, suit or proceeding in excess of the amount of any actual settlement offer proposed to Lessor in writing by the person asserting such action, suit or alleged presence proceeding to which Lessee shall have offered to perform. The obligations of Lessee under this section shall survive the expiration or release earlier termination of hazardous materials on this Lease, Lessee shall not be required to indemnify Lessor against any such occurrence which arises from acts or events not attributable to Lessee which occur after possession of the Property has been returned and delivered by Lessee to Lessor or after such Property has been released from this Lease; provided, however, if an Event of Default shall exist at the time of any property owned or operated such return and delivery of the Property by Borrower or any Lessee to Lessor, then Lessee's indemnification obligations shall continue until such time as Lessee shall have fully complied with all of its Subsidiariesobligations under this Lease; provided, or any environmental liability related further, that Lessee shall not be required to indemnify Lessor solely on account of a decline in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any the market value of the foregoing, whether based on contract, tort Property not caused directly or any other theory, whether brought indirectly by a third party an act or by Borrower, and regardless omission of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforLessee.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or by Borrowerworking from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i) through (vi), and regardless of whether collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available obligation hereunder to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities arise solely from the gross negligence negligence, illegal acts, fraud or willful misconduct of Lessor. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) Business Days after liability therefor is finally determined in a non-appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such Indemnified Persondetermination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor or the Leased Property. All amounts due indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article and the other indemnification obligations of Lessee under this Section 11.3 Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (including Bank Expenses and i) except to the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or extent cause solely as a result of (i) the execution Landlord’s gross negligence or delivery of this Agreementwillful misconduct, any other Loan Document accident, injury to or any agreement death of Persons or instrument contemplated hereby loss of or thereby, damage to property occurring on or about the performance by Leased Property or adjoining sidewalks under the parties hereto control of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Tenant of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related the terms of this Master Lease (notwithstanding anything to the contrary set forth in any way to Borrower or any Section 1.2(a) of its Subsidiaries, or the Purchase and Sale Agreement); (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation by Tenant of any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available Legal Requirement (notwithstanding anything to the extent that such losses, claims, damages, liabilities or related expenses are contrary set forth in Section 1.2(d) of the Purchase and Sale Agreement). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out ), imposed upon or incurred by or asserted by third parties against Landlord by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery adjoining sidewalks under the control of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, maintenance or the use repair by Tenant or proposed use its Subsidiaries of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Master Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; (vi) any other theory, whether brought by a third party claims or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available actions for trespass with respect to the extent that such losses, claims, damages, liabilities or related expenses Leased Property; (vii) the violation by Tenant of any Legal Requirement and (viii) any carrier of last resort obligations which are Tenant’s responsibility pursuant to Section 36.4. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to enter into any settlement with respect to any claim, action or proceeding for which Tenant has an obligation to indemnify Landlord hereunder without obtaining Tenant’s prior consent. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Landlord shall be obligated to (a) deliver Notice to Tenant of any Claims for which it is seeking Tenant to indemnify Landlord from pursuant to this Section 11.3 shall be payable 21.1 promptly after demand thereforsuch Claim is imposed on or incurred by Landlord, and (b) mitigate any damages it incurs or is reasonably expected to incur in connection with such Claim.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (including Bank Expenses and i) except to the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or extent caused solely as a result of (i) the execution Landlord’s gross negligence or delivery of this Agreementwillful misconduct, any other Loan Document accident, injury to or any agreement death of Persons or instrument contemplated hereby loss of or thereby, damage to property occurring on or about the performance by Leased Property or adjoining sidewalks under the parties hereto control of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Tenant of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related the terms of this Master Lease (notwithstanding anything to the contrary set forth in any way to Borrower or any Section 1.2(a) of its Subsidiaries, or the Purchase and Sale Agreement); (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation by Tenant of any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available Legal Requirement (notwithstanding anything to the extent that such losses, claims, damages, liabilities or related expenses are contrary set forth in Section 1.2(d) of the Purchase and Sale Agreement). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or working from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement. Any amounts which become payable by BorrowerLessee under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or otherwise, and regardless if not timely paid shall bear interest at the Overdue Rate from the date of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available determination to the extent date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that such any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, damagesetc. incurred directly by the indemnified parties and their property, liabilities as well as by the indemnifying party or related expenses third party, and their property. For purposes of this Article XXIII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligent, intentional, willful or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation of any other theory, whether brought Legal Requirement. Any amounts which become payable by a third party Lessee under this Article shall be paid within ten (10) days after liability therefor is finally determined by litigation or by Borrowerotherwise, and regardless if not timely paid shall bear interest at the Overdue Rate from the date of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available determination to the extent date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that such any legal counsel selected by L▇▇▇▇▇ to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, damagesetc. incurred directly by the indemnified parties and their property, liabilities as well as by the indemnifying party or related expenses any third party, and their property. For purposes of this Article XXIII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligent, intentional, willful or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend and hold Bank Lessor and its Affiliates from and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements imposed upon or incurred by or asserted against Lessor or any of any counsel for any Indemnified Person) (collectively, “Claims”) arising out its Affiliates by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or by Borrowerworking from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i)through (vi), and regardless of whether collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available obligation hereunder to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities arise solely from the gross negligence negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Lessee under this Articleshall be paid within ten (10)Business Days after liability therefor is finally determined in a non-appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such Indemnified Persondetermination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, withoutLessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Articleor any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All amounts due indemnification covenants set forth in this Articleor elsewhere in this Lease are intended to apply to losses, damages, injuries, claims,etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Articleand the other indemnification obligations of Lessee under this Section 11.3 Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. Borrower shall To the fullest extent permitted by law, the Consultant will indemnify, defend and hold Bank harmless the Village, any other governmental agency providing funding for all or any portion of the Contract sum, and its Affiliates and the partnerstheir officers, directors, officers, employees, agents, trusteesaffiliates and representatives, administratorsfrom and against any and all third-party claims, managersdemands, advisors and representatives suits, liabilities, injuries (personal or bodily), property damage, causes of Bank and its Affiliates (eachaction, an “Indemnified Person”) harmless against: all losses, claimsexpenses, damagesdamages or penalties, liabilities including, without limitation, court costs and related expenses (including Bank Expenses and the reasonable attorneys’ fees, charges and disbursements of any counsel for any Indemnified Person) (collectivelyarising or resulting from, “Claims”) arising out of, or occasioned by or in connection with, or as a result of with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation Consultant, its employees and agents and subcontractors, of the transactions contemplated hereby or therebyservices and other duties and obligations under this Contract, (ii) any Credit Extension act or omission to act by the use Consultant, its employees, agents and subcontractors, anyone directly or proposed use of the proceeds therefromindirectly employed by them, their agents or anyone for whose acts they may be liable, and/or (iii) any actual breach, default, violation or alleged presence nonperformance by the Consultant of any term, covenant, condition, duty or release obligation provided in this Contract. This indemnification, defense and hold harmless obligation will survive the termination or expiration of hazardous materials this Contract, whether by lapse of time or otherwise. Consultant will defend at its expense or settle any third-party claim against Village alleging that any Consultant Content and/or the Services provided under this Agreement infringe on intellectual property rights. Consultant will pay infringement claim defense costs, Consultant– negotiated settlement amounts, and damages finally awarded by a court. Consultant has no obligation for any claim of infringement arising from Village's use of the Services for purposes not contemplated by this Agreement. Consultant’s indemnification obligations under this Section are conditioned upon the Village (i) promptly notifying the Consultant of any claim in writing; (ii) cooperating with Consultant in the defense of the claim; and (iii) granting Consultant sole control of the defense or from any property owned or operated by Borrower or any settlement of its Subsidiaries, or any environmental liability related in any way to Borrower or any the claim. The indemnification obligations of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating Consultant herein shall not apply to any claims of intellectual property infringement related to Client Content. Notwithstanding the foregoing, whether based on contractConsultant’s liability arising out of or related to this Agreement, tort or any other theory, whether brought will not exceed the insurance limits required by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, the Consultant in Section 26 – Consultant’s Insurance Requirements included herein. In no event will Consultant be available liable to the extent that such lossesVillage for any consequential, claimsindirect, damagesspecial, liabilities incidental, or punitive damages arising out of or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforAgreement.

General Indemnification. Borrower (a) Contractor, to the maximum extent ----------------------- permitted by law, agrees to and shall indemnifydefend, defend protect, indemnify and hold Bank harmless the Owner Parties from and against any Damages which may be incurred by or assessed against any Owner Party on account of: (i) any personal injury, disease or death of any person(s), damage to or loss of any property caused by, arising prior to Mechanical Completion and out of or in any way connected with the performance of the Work, including without limitation Damages caused by or attributable to (A) the sole negligence of Contractor, its Affiliates Subcontractors, invitees or suppliers (including without limitation the respective employees or agents of the foregoing; (B) the concurrent or contributory negligence of any Owner Party, Contractor, its Subcontractors, invitees or suppliers, or third parties (including without limitation the respective employees or agents of the foregoing); or (C) where liability with or without fault is strictly imposed upon Contractor, either solely, jointly or concurrently, by operation of law; or (D) where liability with or without fault is strictly imposed upon any Owner Party, jointly or concurrently, by operation of law; or (ii) any breach of any representation, warranty or covenant of Contractor contained herein, including without limitation, Damages incurred by any Owner Party due to Contractor's failure to fully comply with the insurance requirements set forth in Schedule 9.1. It is the express intention of the parties to the Contract that the indemnity obligations of Contractor are without regard to whether the negligence, gross negligence, fault or strict liability of an Owner Party is a concurrent or contributory factor of the occurrence or occurrences in question, and such indemnity obligations of Contractor are intended to protect the Owner Parties against the consequences of their own joint, concurrent or contributory negligence, gross negligence, fault or strict liability. Owner expressly reserves the right to participate in its defense with counsel of its own choosing. Contractor's indemnity obligations shall survive the expiration, termination or nonrenewal of the Contract. Contractor's indemnity obligations shall not limit and shall not be limited by the insurance coverages (including without limitation Owner's additional insured status) set forth in Schedule 9.1. (b) Owner and Contractor, to the maximum extent permitted by law, agree to and shall defend, protect, indemnify and hold harmless the Contractor Parties (in the case of Owner) and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives Owner Parties (in the case of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified PersonContractor) (collectively, “Claims”the "Other Parties") arising out offrom and against any Damages which may be incurred by or assessed against any Other Party on account of any personal injury, in connection withdisease or death of any person(s), damage to or as a result loss of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned caused by, arising after Mechanical Completion and out of or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower connected with or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available incident to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court performance of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforContract.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank against all liabilities, obligations, claims, damages penalties, causes of action, costs and expenses, including reasonable attorneys', consultants' and experts' fees and expenses, imposed upon or incurred by or asserted against Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Lessee of the Leased Property; (iii) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Lessee of any Legal Requirement. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Lessee, at its Affiliates sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the partnerssame as Lessee sees fit. For purposes of this Article XXIII, directorsany acts or omissions of Lessee, officers, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, advisors intentional, willful or unlawful), shall be strictly attributable to Lessee. Lessor shall indemnify, save harmless and representatives of Bank defend Lessee from and its Affiliates (eachagainst all liabilities, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (including Bank Expenses and the expenses, including, but not limited to, reasonable attorneys' fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, imposed upon or incurred by or asserted against Lessee as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified PersonLessor. All Lessor, at its expense, shall contest, resist, and defend any claim, action or proceeding asserted or instituted against Lessee with respect to the foregoing or may compromise or otherwise dispose of the same as Lessor sees fit. Any amounts due which become payable by Lessor under this Section 11.3 shall be payable promptly paid within ten (10) days after demand therefor.liability therefor on the part of Lessor is determined by litigation or otherwise, and if not timely paid shall bear a late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. ARTICLE

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Landlord by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery adjoining sidewalks under the control of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Tenant of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Master Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation by Tenant of any other theory, whether brought Legal Requirement. Any amounts which become payable by a third party or by Borrower, and regardless of whether any Indemnified Person Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant, or ACTIVE/119768607.18 by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend and hold Bank Lessor and its Affiliates from and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements imposed upon or incurred by or asserted against Lessor or any of any counsel for any Indemnified Person) (collectively, “Claims”) arising out its Affiliates by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or by Borrowerworking from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i) through (vi), and regardless of whether collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available obligation hereunder to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities arise solely from the gross negligence negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) Business Days after liability therefor is finally determined in a non-appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such Indemnified Persondetermination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All amounts due indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article and the other indemnification obligations of Lessee under this Section 11.3 Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. Borrower shall Notwithstanding the existence of any ----------------------- insurance required to be maintained by Lessee hereunder or otherwise maintained by Lessee, and without regard to the policy limits of any such insurance, Lessee will protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (including Bank Expenses reasonable attorneys' fees and expenses), to the reasonable feesextent permitted by law, charges and disbursements imposed upon or incurred by or asserted against Lessor by reason of: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property of any counsel for Facility or adjoining sidewalks, including any Indemnified Personclaims of malpractice, (b) any use, misuse, non-use, condition, maintenance or repair by Lessee of the Leased Property of any Facility, (collectively, “Claims”c) arising out of, in connection with, or as a result any Impositions (which are the obligations of (i) Lessee to pay pursuant to the execution or delivery applicable provisions of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyLease), (iid) any Credit Extension failure on the part of Lessee to perform or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to comply with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrowerterms of this Lease, and regardless (e) the non-performance of whether any Indemnified Person of the terms and provisions of any and all existing and future subleases of the Leased Property of any Facility to be performed by the landlord (Lessee) thereunder. Any amounts which become payable by Lessee under this Section shall be paid within ten (10) days after liability therefor on the part of Lessee is determined by litigation or otherwise, and if not timely paid, shall bear a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. Lessee, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit. Nothing herein shall be construed as indemnifying Lessor against its own negligent acts or omissions or willful misconduct. It is understood and agreed that such lossespayment shall not be a condition precedent to enforcement of the foregoing indemnification obligations. Lessor shall indemnify, save harmless and defend Lessee from and against all liabilities, obligations, claims, damages, liabilities penalties, causes of action, costs and expenses imposed upon or related expenses are determined incurred by or asserted against Lessee as a court result of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified PersonLessor. All amounts due under Lessee's or Lessor's liability for a breach of the provisions of this Section 11.3 Article arising during the Term hereof shall be payable promptly after demand thereforsurvive any termination of this Lease.

General Indemnification. Borrower (i) Indemnification for the Benefit of the Company and the Purchaser by the Sellers. Following the Closing, the Sellers, jointly and severally, shall indemnify, defend and hold Bank indemnify the Purchaser and its Affiliates and the Affiliates, shareholders, partners, officers, directors, officers, employees, agents, trusteesrepresentatives, administratorssuccessors and permitted assigns and the Company (collectively, managersthe "Seller Indemnified Parties") and save and hold each of them harmless against and pay on behalf of or reimburse such Seller Indemnified Parties as and when incurred for any direct or indirect loss, advisors and representatives liability, demand, claim, action, cause of Bank and its Affiliates (eachaction, an “Indemnified Person”) harmless against: all lossescost, claims, damages, liabilities and related expenses damage (including Bank Expenses consequential damages and the damages for lost profits), deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable feesattorneys', charges consultants' and disbursements experts' fees and expenses and all amounts paid in investigation, defense or settlement of any counsel for any Indemnified Personof the foregoing) (collectively, “Claims”) arising out "Losses"), which any such Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any facts or circumstances which constitute a breach of any representation or warranty of the Company or the Sellers under this Agreement, or in any of the certificates or other instruments or documents furnished by the Company or the Sellers pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant, agreement or other provision by the Company or the Sellers under this Agreement required to be performed or complied with by the Company or the Sellers at or prior to the Closing; (c) any nonfulfillment or breach of any covenant, agreement or other provision by the Sellers under this Agreement required to be performed or complied with by the Sellers after the Closing; or (d) any claim by any Person (other than the Purchaser) with respect to, or arising as a result of, any Acquisition Proposal or Third Party Acquisition proposed prior to the Closing Date. If and to the extent any provision of this Section 9B is unenforceable for any reason, each Seller hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided for in this Section 9B which is permissable under applicable Laws. Notwithstanding anything contained herein, in no event shall the Company be required to provide indemnification or contribution for any obligation of the Sellers under this Section 9B(i). (ii) Indemnification for the Benefit of the Sellers by the Company and the Purchaser. Following the Closing, the Company and the Purchaser shall indemnify the Sellers and their Affiliates, shareholders, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the "Company Indemnified Parties") and hold them harmless against any Losses which the Company Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any facts or circumstances which constitute a breach of any representation or warranty of the Purchaser under this Agreement, or in any of the certificates or other instruments or documents furnished by the Purchaser pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant, agreement or other provision by the Purchaser under this Agreement; or (c) any matters which occur after the Closing Date as a result of (i) the execution direction or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation approval of the transactions contemplated hereby or thereby, (ii) any Credit Extension or Board following the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforClosing Date.

General Indemnification. Borrower Vendor shall indemnify, defend and hold Bank and its harmless UMMS, the Affiliates and the partnerstheir respective members, directors, officers, stockholders, employees, contractors, representatives, agents, trusteesattorneys, administratorssuccessors and permitted assigns (each a “Customer Indemnitee,” collectively, managers, advisors and representatives of Bank and its Affiliates (each, an the “Indemnified PersonCustomer Indemnitees”) harmless against: all from and against any damages, judgments, losses, settlement payments, costs and expenses (including reasonable attorney’s fees) (“Damages”) arising from any liabilities, obligations, judgments, causes of actions, claims, damagesproceedings or demands (“Claims”), liabilities including but not limited to Claims for Damages, caused by, attributable to or related to: (i) bodily injury or death caused by Vendor or its employees or agents on Customer’s premises; (ii) damage to real or tangible personal property caused by the negligent or intentional act or omission of Vendor or its employees or agents on Customer’s premises; (iii) Vendor or its employees’ or agents’ breach of this Agreement or any attachment hereto, including without limitation the confidentiality obligations set forth in Section 6 and the warranties included in Section 7; (iv) Vendor’s breach of the BAA attached as Exhibit 1; and/or, (v) a violation of any federal or state law or regulation by any act or omission of Vendor or its employees or agents. Nothing contained in this Section shall bar a claim for contributory negligence. Promptly after receipt of any written Claim or notice of any action giving rise to a Claim for indemnification, Customer will provide Vendor with written notice of the Claim or action. Customer will provide Vendor with reasonable cooperation and assistance in the defense or settlement of any Claim, and grant Vendor control over the defense and settlement of the Claim. However, Customer shall be entitled to participate in the defense of the Claim and to employ counsel at its own expense to assist in the handling of the claim, and Vendor will ensure that its counsel reasonably cooperates with and permits participation by Customer’s counsel. Vendor will not consent to any judgment, settlement attachment or lien or any other act adverse to the interests of the Customer without Customer’s prior consent. If Vendor fails to assume the defense of a Claim or Customer reasonably determines that Vendor has failed to diligently assume and maintain a prompt and vigorous defense of any Claim, Customer may assume sole control of the defense of any Claim and all related settlement negotiations with counsel of its own choosing, and Vendor will pay all costs and expenses (including Bank Expenses and the reasonable attorneys’ fees, charges and disbursements ) incurred by Customer in such defense within forty-five (45) days of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as a result each of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforCustomer’s written requests.

General Indemnification. Borrower shall indemnifyhereby indemnifies Lender, defend its employees, agents and officers from and against any and all loss, expenses, charges, fees (including attorneys' fees) and liability and agrees to hold Bank Lender and its Affiliates and the partners, directors, officers, employees, agentsagents and officers harmless from any and all damages, trusteescosts, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesexpenses, claims, damagesdemands, and liabilities and related expenses (including Bank Expenses and which may be asserted or alleged in connection with or arising out of the reasonable feesLoan, charges and disbursements the administration or enforcement of the Loan Documents or the exercise of any counsel for any Indemnified Person) right under the Loan Documents (collectivelyincluding, “Claims”) arising out ofwithout limitation, in connection with, with or as a result of any sale, use, operation, lease, disposition or consumption of any of the Collateral as long as such is done in a commercially reasonable manner), whenever asserted, and for all reasonable expenses (iincluding attorneys' fees) and all costs of compromise or settlement which may be incurred by Lender on account of or arising out of or in connection with any such claim, demand or obligation. The foregoing indemnity shall extend to claims, demands or obligations, and expenses relating thereto and costs of compromise or settlement thereof, but not to those resulting from the execution negligence or delivery misconduct of this Agreementany indemnitee. In the event that any action or proceeding is brought against Lender, any other Loan Document its employees, agents or any agreement or instrument contemplated hereby or therebyofficers arising out of the Loan, the performance by administration or enforcement of the parties hereto of their respective obligations hereunder or thereunder Loan Documents or the consummation exercise of any right under the transactions contemplated hereby Loan Documents, Borrower shall, upon notice from Lender, resist and defend such action or therebyproceeding on behalf of Lender, (ii) any Credit Extension or the use or proposed use its employees, agents and officers as applicable; provided that failure of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or such party to give such notice shall not relieve Borrower from any property owned or operated by Borrower or any of its Subsidiariesobligations under this Section unless such failure prejudices defense of such action or proceeding by Borrower. At its own expense, an indemnified party may employ separate counsel and participate in the defense. If employment of separate counsel is required because of a conflict of interest between Borrower and the indemnified party or between the indemnified parties, or the failure of Borrower after receipt of notice to assume the defense, then the indemnified parties may employ separate counsel at Borrower's expense. Borrower shall not be liable for any environmental liability related in any way settlement without its consent unless Borrower shall have failed to Borrower or perform any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due obligations under this Section 11.3 shall be payable promptly after demand thereforSection.

General Indemnification. Borrower Architect shall indemnify, hold harmless, and defend Owner Indemnified Parties from and hold Bank against any and all Damages directly or indirectly arising out of or resulting from or related to any of the following: failure of Architect or any of its Affiliates Subconsultants to comply with Applicable Law or Applicable Codes and Standards; actual or asserted violation or infringement of any domestic or foreign patents, copyrights or trademarks or other intellectual property, or any improper use of Confidential Information or other proprietary rights, that may be attributable to Architect or any Subconsultant in connection with the partnersServices; claims by any Governmental Authority as a result of a failure to pay any Tax in any way connected with the Services; failure of Architect to make payments to any Subconsultant in accordance with the respective Subcontract; Defective Services; personal injury or death of any Person or damage to or destruction to property (including the Work) in any way directly or indirectly arising out of or resulting from or related to the Services, but only to the extent caused by a breach by Architect of this Agreement or the willful misconduct or negligence of Architect, any of its Subconsultants or any of their respective directors, officers, employees, agents, trusteesemployees or representatives; or breach of any other provision in this Agreement. Patent and Copyright Indemnification. In the event that any suit, administratorsclaim, managerstemporary restraining order or preliminary injunction is granted in connection with Section 12.1(b), advisors and representatives Architect shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of Bank the injunction or restraining order. If, in any such suit or claim, the Services, the Work relating to such Services, or any part, combination or process thereof, is held to constitute an infringement and its Affiliates (eachuse is preliminarily or permanently enjoined, an “Indemnified Person”) harmless against: all lossesArchitect shall promptly make every reasonable effort to secure for Owner a license, claimsat no cost to Owner, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed authorizing continued use of the proceeds therefrom, (iii) any actual infringing Services or alleged presence equipment or release of hazardous materials on or from any property owned or operated specified by Borrower Architect or any of its SubsidiariesSubconsultants. If Architect is unable to secure such a license within a reasonable time, Architect shall, at its own expense and without impairing performance requirements, re-perform the affected Services so that the Services and affected Work are not infringing. In addition, Architect shall be liable to Owner for any Damages arising out of or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor12.1(b).

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank against all liabilities, obligations, claims, damages penalties, causes of action, costs and expenses, including reasonable attorneys', consultants' and experts' fees and expenses, imposed upon or incurred by or asserted against Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Lessee of the Leased Property; (iii) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party there under; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation of any Legal Requirement. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Lessee, at its Affiliates sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the partnerssame as Lessee sees fit; provided, directorshowever, officersthat any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXIII, any acts or omissions of Lessee, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, advisors intentional, willful or unlawful), shall be strictly attributable to Lessee. It is understood and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as agreed that payment shall not be a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation condition precedent to enforcement of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforforegoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank against claims by parties other than Lessee and its Affiliates (a “Claim”) and all liabilities, obligations, damages, penalties, and causes of action resulting from such Claims, including reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses of defending against any Claim, imposed upon or incurred by or asserted against Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the partnersLeased Property or adjoining sidewalks; (ii) any use, directorsmisuse, officersnon-use, condition, maintenance or repair by Lessee of the Leased Property; (iii) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Lessee of any Legal Requirement. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) days after liability therefor is finally determined by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Lessee, at its sole cost and expense, shall be entitled to contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to Claims incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXII, any acts or omissions of Lessee, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, advisors intentional, willful or unlawful), shall be strictly attributable to Lessee or Lessor, as the case may be. It is understood and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as agreed that payment shall not be a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation condition precedent to enforcement of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforforegoing indemnification obligations.

General Indemnification. Borrower . In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation of any other theory, whether brought Legal Requirement. Any amounts which become payable by a third party Lessee under this Article shall be paid within ten (10) days after liability therefor is finally determined by litigation or by Borrowerotherwise, and regardless if not timely paid shall bear interest at the Overdue Rate from the date of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available determination to the extent date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that such any legal counsel selected by ▇▇▇▇▇▇ to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, damagesetc. incurred directly by the indemnified parties and their property, liabilities as well as by the indemnifying party or related expenses any third party, and their property. For purposes of this Article XXIII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligent, intentional, willful or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or working from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement. Any amounts which become payable by BorrowerLessee under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or otherwise, and regardless if not timely paid shall bear interest at the Overdue Rate from the date of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available determination to the extent date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that such any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, damagesetc. incurred directly by the indemnified parties and their property, liabilities as well as by the indemnifying party or related expenses third party, and their property. For purposes of this Article XXIII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligent, intentional, willful or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 unlawful), shall be payable promptly after demand therefor.strictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations. 52

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (including Bank Expenses and i) except to the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or extent caused solely as a result of (i) the execution Landlord’s gross negligence or delivery of this Agreementwillful misconduct, any other Loan Document accident, injury to or any agreement death of Persons or instrument contemplated hereby loss of or thereby, damage to property occurring on or about the performance by Leased Property or adjoining sidewalks under the parties hereto control of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Tenant of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation by Tenant of any other theory, whether brought Legal Requirement. Any amounts which become payable by a third party or by Borrower, and regardless of whether any Indemnified Person Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses, including reasonable attorneys', consultants' and experts' fees and expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “"Claims”"), imposed upon or incurred by or asserted (including by third parties) arising out against Landlord by reason of: (a) any accident, in connection withinjury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant; (b) any use, misuse, non-use, condition, maintenance or as a result of (i) the execution repair by Tenant or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation its Subsidiaries of the transactions contemplated hereby or thereby, Leased Property; (iic) any Credit Extension failure on the part of Tenant to perform or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to comply with any of the foregoingterms of this Master Lease; (d) the non- performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (e) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; (f) any other theory, whether brought by a third party claims or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available actions for trespass with respect to the extent that such losses, claims, damages, liabilities or related expenses Leased Property; (g) the violation by Tenant of any Legal Requirement; and (h) any carrier of last resort obligations which are Tenant's responsibility pursuant to Section 36.4. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to enter into any settlement with respect to any claim, action or proceeding for which Tenant has confirmed in writing that it will indemnify Landlord hereunder without obtaining Tenant's prior consent, such consent not to be unreasonably withheld, conditioned, or delayed. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. Borrower Vendor shall indemnify, defend and hold Bank and its harmless UMMS, the Affiliates and the partnerstheir respective members, directors, officers, stockholders, employees, contractors, representatives, agents, trusteesattorneys, administratorssuccessors and permitted assigns (each a “Customer Indemnitee,” collectively, managers, advisors and representatives of Bank and its Affiliates (each, an the “Indemnified PersonCustomer Indemnitees”) harmless against: all from and against any damages, judgments, losses, settlement payments, costs and expenses (including reasonable attorney’s fees) (“Damages”) arising from any liabilities, obligations, judgments, causes of actions, claims, damagesproceedings or demands (“Claims”), liabilities including but not limited to Claims for Damages, caused by, attributable to or related to: (i) bodily injury or death caused by Vendor or its employees or agents on Customer’s premises; (ii) damage to real or tangible personal property caused by the negligent or intentional act or omission of Vendor or its employees or agents on Customer’s premises; (iii) Vendor or its employees’ or agents’ breach of this Agreement or any attachment hereto, including without limitation the confidentiality obligations set forth in Section 6 and the warranties included in Section 7; (iv) Vendor’s breach of the BAA attached as Exhibit 1; and/or, (v) a violation of any federal or state law or regulation by any act or omission of Vendor or its employees or agents. Nothing contained in this Section shall bar a claim for contributory negligence. Promptly after receipt of any written Claim or notice of any action giving rise to a Claim for indemnification, Customer will provide Vendor with written notice of the Claim or action. Customer will provide Vendor with reasonable cooperation and assistance in the defense or settlement of any Claim, and grant Vendor control over the defense and settlement of the Claim. However, Customer shall be entitled to participate in the defense of the Claim and to employ counsel at its own expense to assist in the handling of the claim, and Vendor will ensure that its counsel reasonably cooperates with and permits participation by Customer’s counsel. Vendor will not consent to any judgment, settlement attachment or lien or any other act adverse to the interests of the Customer without Customer’s prior consent. If Vendor fails to assume the defense of a Claim or Customer reasonably determines that Vendor has failed to diligently assume and maintain a prompt and vigorous defense of any Claim, Customer may assume sole control of the defense of any Claim and all related settlement negotiations with counsel of its own choosing, and Vendor will pay all costs and expenses (including Bank Expenses and the reasonable attorneys' fees, charges and disbursements ) incurred by Customer in such defense within forty-five (45) days of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as a result each of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforCustomer’s written requests.

General Indemnification. Borrower Hauler shall indemnify, hold harmless, and defend City, and hold Bank each of its past, present and its Affiliates and the partners, directorsfuture elected officials, officers, employees, agents, trusteesconsultants, administratorsvolunteers, managersaffiliates, advisors assignees, representatives, attorneys, subsidiaries, and representatives of Bank affiliated entities and its Affiliates (eachtheir respective successors, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities heirs and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) assigns (collectively, “ClaimsIndemnified Parties”) for, from and against any costs, expenses, damages, and losses, including actual attorneys’ fees (“Losses”) of any kind or character to any Person or property arising out of, in connection with, directly or as a result indirectly from or caused by any of the following: (i) the execution any act or delivery omission of this AgreementHauler or its respective officers, any other Loan Document or any agreement or instrument contemplated hereby or therebydirectors, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyshareholder members, partners, employees, agents, contractors, subcontractors, suppliers, representatives and affiliates (“Hauler Representatives”); (ii) any Credit Extension Hauler’s or the use or proposed use of the proceeds therefrom, Hauler Representative’s activities; (iii) any actual accident or alleged presence casualty within or release arising out of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or the services/work performed under the Agreement; (iv) any actual violation or prospective claimalleged violation of any law, litigation, investigation ordinance or proceeding relating to any statute now or hereafter enacted arising out of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available services/work performed pursuant to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Agreement; (v) the gross negligence or willful misconduct of such Hauler or any of Hauler Representatives in the performance of the services/work under the Agreement; and (vi) any breach of the Agreement. Hauler shall not be required to indemnify, hold harmless and defend the Indemnified PersonParties from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. All amounts due under Nothing in this Section 11.3 indemnity shall be payable promptly after demand thereforconstrued as authorizing any award of attorney’s fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Hauler.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend and hold Bank Landlord and its Affiliates and the principals, partners, officers, members, directors, officersshareholders, employees, agents, trustees, administrators, managers, advisors agents and representatives of Bank servants and its Affiliates their respective successors and assigns, (eachcollectively, an the “Landlord Indemnified PersonParties”; each individually, a “Landlord Indemnified Party”) harmless against: from and against all lossesliabilities, obligations, claims, damages, liabilities penalties, causes of action, costs and related expenses expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks under the control of Tenant or any subtenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant or any subtenant of the Leased Property; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any Property Document and all existing and future subleases or management agreements of the Leased Property to be performed by any party thereunder (including Bank Expenses and any exercise of Property Rights by Tenant or Landlord on behalf of Tenant or other actions or omissions by Tenant pursuant to Section 8.4; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the reasonable fees, charges and disbursements Leased Property; (vi) the violation by Tenant or any subtenant of any counsel for Legal Requirement or Insurance Requirement; (vii) the non-performance of any Indemnified Personcontractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (collectivelyor any part thereof) by Tenant, “Claims”including contractual obligations arising from any collective bargaining agreement; (viii) any lien or claim that may be asserted against the Facility (or any part thereof) arising from the acts or omissions of Tenant, including without limitation Liens (A) being contested by Tenant pursuant to Article XII or (B) arising out of, of any failure by Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (ix) all amounts actually payable by a Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Fee Mortgage Document as in connection with, or effect as of the date hereof in the nature of indemnification as a result of any material misrepresentations made by Tenant as to a Specified Tenant Securitization Matter; and (ix) arising under any collective bargaining agreements affecting the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder Leased Property or the consummation employees of Tenant or its ERISA Affiliates, including all amounts of withdrawal liability, in each case, whether incurred prior to, at, or following the Effective Date. Any amounts which become payable by Tenant to Landlord under this Article XXI shall be paid within ten (10) Business Days after receipt of Notice from Landlord requesting payment of the transactions contemplated hereby or therebysame, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental which notice may not be given until liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are therefor has been determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction the parties, (except with respect to amounts payable by final Tenant under the foregoing clause (ix), or withdrawal liability amounts under clause (x) for which notice can be given when such amounts become payable under the applicable Fee Mortgage Document or when such amounts are demanded by a multiemployer pension plan) and nonappealable judgment to have resulted if not timely paid within such ten (10) Business Day period, shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant or any subtenant, or by their respective employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any subtenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant. Notwithstanding anything to the contrary contained herein, (a) Tenant makes no representations or warranties hereunder with respect to any event, circumstance, occurrence or state of facts related to the period prior to the Effective Date but without prejudice to Tenant’s covenants and obligations set forth in this Lease and (b) Tenant shall have no liability for any breach by Tenant that occurred prior to the Effective Date under the Prior Operating Lease.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend and hold Bank Landlord and its Affiliates from and against all liabilities, obligations, claims, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord (unless caused by Landlord’s gross negligence or willful misconduct) by reason of: (a) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the partnersPremises or adjoining sidewalks thereto; (b) any use, directorsmisuse, officersnon-use, condition, maintenance or repair by Tenant of the Premises; or (c) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (d) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Premises to be performed by any party thereunder; (e) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Premises or any Capital Additions; and (f) the violation of any Legal Requirement. Any amounts that become payable by Tenant under this Section shall be paid within ten (10) business days after written demand by Landlord, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or its Affiliates or may compromise or otherwise dispose of the same as Tenant sees fit; provided, however, that any legal counsel selected by Tenant to defend Landlord shall be reasonably satisfactory to Landlord. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Section, any acts or omissions of Tenant, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, advisors intentional, willful or unlawful), shall be strictly attributable to Tenant. It is understood and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as agreed that payment shall not be a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation condition precedent to enforcement of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforforegoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out ), imposed upon or incurred by or asserted by third parties against Landlord by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery adjoining sidewalks under the control of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, maintenance or the use repair by Tenant or proposed use its Subsidiaries of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this ILEC Master Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; (vi) any other theory, whether brought by a third party claims or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available actions for trespass with respect to the extent that such losses, claims, damages, liabilities or related expenses Leased Property; (vii) the violation by Tenant of any Legal Requirement and (viii) any carrier of last resort obligations which are Tenant’s responsibility pursuant to Section 36.4. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to enter into any settlement with respect to any claim, action or proceeding for which Tenant has an obligation to indemnify Landlord hereunder without obtaining Tenant’s prior consent. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Landlord shall be obligated to (a) deliver Notice to Tenant of any Claims for which it is seeking Tenant to indemnify Landlord from pursuant to this Section 11.3 shall be payable 21.1 promptly after demand therefor.such Claim is imposed on or incurred by Landlord, and (b) mitigate any damages it incurs or is reasonably expected to incur in connection with such Claim. 8686

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend and hold Bank Landlord and its Affiliates from and against all liabilities, obligations, claims, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (a) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the partnersPremises or adjoining sidewalks thereto; (b) any use, directorsmisuse, officersnon-use, condition, maintenance or repair by Tenant of the Premises; or (c) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (d) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Premises to be performed by any party thereunder; (e) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Premises or any Capital Additions; and (f) the violation of any Legal Requirement. Any amounts that become payable by Tenant under this Section shall be paid within ten (10) days after demand by Landlord, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or its Affiliates or may compromise or otherwise dispose of the same as Tenant sees fit; provided, however, that any legal counsel selected by Tenant to defend Landlord shall be reasonably satisfactory to Landlord. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Section, any acts or omissions of Tenant, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, advisors intentional, willful or unlawful), shall be strictly attributable to Tenant. It is understood and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as agreed that payment shall not be a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation condition precedent to enforcement of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforforegoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys', consultants' and the reasonable feesexperts' fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non­performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation of any other theory, whether brought Legal Requirement. Any amounts which become payable by a third party Lessee under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or by Borrowerotherwise, and regardless if not timely paid shall bear interest at the Overdue Rate from the date of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available determination to the extent date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that such any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, damagesetc. incurred directly by the indemnified parties and their property, liabilities as well as by the indemnifying party or related expenses any third party, and their property. For purposes of this Article XXIII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligent, intentional, willful or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank against all liabilities, obligations, claims, damages penalties, causes of action, costs and expenses, including reasonable attorneys', consultants' and experts' fees and expenses, imposed upon or incurred by or asserted against Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Lessee of the Leased Property; (iii) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Lessee of any Legal Requirement. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Lessee, at its Affiliates sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the partnerssame as Lessee sees fit. For purposes of this Article XXIII, directorsany acts or omissions of Lessee, officers, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, advisors intentional, willful or unlawful), shall be strictly attributable to Lessee. Lessor shall indemnify, save harmless and representatives of Bank defend Lessee from and its Affiliates (eachagainst all liabilities, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (including Bank Expenses and the expenses, including, but not limited to, reasonable attorneys' fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, imposed upon or incurred by or asserted against Lessee as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnified PersonLessor. All Lessor, at its expense, shall contest, resist, and defend any claim, action or proceeding asserted or instituted against Lessee with respect to the foregoing or may compromise or otherwise dispose of the same as Lessor sees fit. Any amounts due which become payable by Lessor under this Section 11.3 shall be payable promptly paid within ten (10) days after demand thereforliability therefor on the part of Lessor is determined by litigation or otherwise, and if not timely paid shall bear a late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. ARTICLE XXIV.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend and hold Bank Lessor and its Affiliates from and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements imposed upon or incurred by or asserted against Lessor or any of any counsel for any Indemnified Person) (collectively, “Claims”) arising out its Affiliates by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third party any Person on or by Borrowerworking from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i) through (vi), and regardless of whether collectively, the “Indemnified Liabilities”). Notwithstanding anything to the contrary contained in the above, Lessee shall not have any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available obligation hereunder to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities arise solely from the gross negligence negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) Business Days after liability therefor is finally determined in a non- appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such Indemnified Persondetermination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property. All amounts due indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article and the other indemnification obligations of Lessee under this Section 11.3 Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses, including reasonable attorneys', consultants' and experts' fees and expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out ), imposed upon or incurred by or asserted by third parties against Landlord by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery adjoining sidewalks under the control of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, maintenance or the use repair by Tenant or proposed use its Subsidiaries of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this CLEC Master Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; (vi) any other theory, whether brought by a third party claims or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available actions for trespass with respect to the extent that such losses, claims, damages, liabilities or related expenses are Leased Property and (vii) the violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to enter into any settlement with respect to any claim, action or proceeding for which Tenant has an obligation to indemnify Landlord hereunder without obtaining Tenant's prior consent. For purposes of this Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, 8585 contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. Landlord shall be obligated to (a) deliver Notice to Tenant of any Claims for which it is seeking Tenant to indemnify Landlord from pursuant to this Section 11.3 shall be payable 21.1 promptly after demand thereforsuch Claim is imposed on or incurred by Landlord, and (b) mitigate any damages it incurs or is reasonably expected to incur in connection with such Claim.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Owner or Developer, and without regard to the policy limits of any such insurance, Developer shall protect, indemnify, save harmless and defend and hold Bank and its Affiliates Owner and the partnersOwner Indemnified Parties from and against all liabilities, directorsobligations, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities penalties, causes of action, costs and related expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “ClaimsLosses”) arising out ), imposed upon or incurred by or asserted against Owner by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Property or delivery adjoining sidewalks under the control of Developer; (ii) any use, misuse, non-use, condition, maintenance or repair by Developer of the Property; (iii) any failure on the part of Developer to perform or comply with any of the terms of this Agreement; (iv) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Property; (v) the violation by Developer of any Legal Requirement; and/or (vi) any Developer Party’s breach of any of its representations and/or warranties set forth in Section 7 of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyin each case, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available except to the extent that such losses, claims, damages, liabilities or related expenses are it is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from jurisdiction, beyond right of appeal, that (x) such Losses arose out of the gross negligence or willful misconduct of Owner or such Owner Indemnified PersonParties or (y) to the extent that Owner’s material breach is the direct and sole cause of such Losses. All Any amounts due which become payable by Developer under this Section 11.3 8.1 shall be payable promptly paid within ten (10) days after demand thereforliability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Developer, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Owner. For purposes of this Section 8.1, any acts or omissions of Developer, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Developer (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Developer.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys’, consultants’ and the reasonable feesexperts’ fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Landlord by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery adjoining sidewalks under the control of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, Tenant; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Tenant of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Tenant to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation by Tenant of any other theory, whether brought Legal Requirement. Any amounts which become payable by a third party or by Borrower, and regardless of whether any Indemnified Person Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court final non appealable judgment or settlement or other agreement of competent jurisdiction by final the parties, and nonappealable judgment to have resulted if not timely paid shall bear interest at the Overdue Rate from the gross negligence or willful misconduct date of such Indemnified Persondetermination to the date of payment. All amounts due under Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord. For purposes of this Section 11.3 Article XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Tenant.

General Indemnification. From the date of this Agreement until the date the Loan has been repaid in full, Borrower shall indemnifyagrees to, defend and shall, defend, indemnify and hold Bank harmless Lender and its Affiliates and the partnersagents, servants, employees, officers, directors, officersand consultants (“City Indemnified Parties) from and against all liability, employeesloss, agentsdamage, trusteescosts, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related or expenses (including Bank Expenses and the reasonable attorneys’ fees, charges court and disbursements litigation costs and fees of any counsel for any Indemnified Personexpert witnesses) (collectively, “Claims”) resulting or arising out of, in connection with, from or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to connected with the following; provided, that Borrower or any of its Subsidiaries, or shall not be responsible for (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall notnot apply to) any liability, as to any Indemnified Personloss, be available damage, costs, or expenses to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment attributable to have resulted from the gross negligence or willful misconduct of such the City Indemnified Person. All amounts due Parties: a. Borrower’s marketing, sale or use of the Property in any way; b. Any other activities of Borrower related to the Property; c. Any loss to a City Indemnified Party resulting from any inaccuracy in or breach of any representation or warranty of Borrower, or resulting from any breach or default by Borrower, under this Section 11.3 Agreement; d. Any development or construction of any improvements by, for or because of, or on behalf of Borrower on the Property, whether regarding the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished to the Property, any person furnishing the same, or otherwise; e. Any mortgage, deed of trust, lien or other encumbrance placed on the Property by, for, because of, or on behalf of Borrower other than a Senior Encumbrance or any of the other financing listed in Attachment No. 2. f. The noncompliance by Borrower of any applicable law relating to the development, construction, operation, management, maintenance, and use of the Property, including, without limitation, all applicable federal and state labor laws (including, without limitation, any requirement to pay state prevailing wages). Borrower shall indemnify, protect, defend and hold harmless Lender and its respective officers, employees, contractors and agents, with counsel reasonably acceptable to Lender, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs” (including labor costs, penalties, reasonable attorneys fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Project, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from any of the following: (1) the noncompliance by Borrower of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages); and (2) the implementation of Sections 1726 and 1781 of the Labor Code, as the same may be payable promptly after demand thereforenacted, adopted or amended from time to time, or any other similar law.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys', consultants' and the reasonable feesexperts' fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution Leased Property or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoingterms and provisions of any and all existing and future subleases of the Leased Property entered into during the Term to be performed by any party thereunder; (v) any claim for malpractice, whether based negligence or misconduct committed by any Person on contract, tort or working from the Leased Property; and (vi) the violation of any other theory, whether brought Legal Requirement. Notwithstanding the existence of any insurance carried by a third party or by Borrowerfor the benefit of Lessor or Lessee, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available without regard to the extent that policy limits of any such lossesinsurance, Lessor shall protect, indemnify, save harmless and defend Lessee from and against all liabilities, obligations, claims, damages, liabilities penalties, causes of action, costs and expenses, including reasonable attorneys', consultants' and experts' fees and expenses imposed upon or related expenses are determined incurred by or asserted against Lessee as a court result of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Lessor, its employees, agents or contractors. Any amounts which become payable by Lessee or Lessor under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such Indemnified Persondetermination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnity Lessor hereunder or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. Lessor, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessee for which Lessor is obligated to indemnify Lessee hereunder or may compromise or otherwise dispose of the same as Lessor sees fit; provided, however, that any legal counsel selected by Lessor to defend Lessee shall be reasonably satisfactory to Lessee. All amounts due under indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Section 11.3 Article XXIII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be payable promptly after demand thereforstrictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend and hold Bank Landlord and its Affiliates from and against all liabilities, obligations, claims, damages penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Landlord by reason of: (a) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the partnersPremises or adjoining sidewalks thereto; (b) any use, directorsmisuse, officersnon-use, condition, maintenance or repair by Tenant of the Premises; or (c) any failure on the part of Tenant to perform or comply with any of the terms of this Lease. Any amounts that become payable by Tenant under this Section shall be paid within ten (10) days after demand by Landlord, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or its Affiliates or may compromise or otherwise dispose of the same as Tenant sees fit; provided, however, that any legal counsel selected by Tenant to defend Landlord shall be reasonably satisfactory to Landlord. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Section, any acts or omissions of Tenant, or by employees, agents, trusteesassignees, administratorscontractors, managerssubcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, advisors intentional, willful or unlawful), shall be strictly attributable to Tenant. It is understood and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out of, in connection with, or as agreed that payment shall not be a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation condition precedent to enforcement of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand thereforforegoing indemnification obligations.

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and hold Bank and its Affiliates and the partnersagainst all liabilities, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all lossesobligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (expenses, including Bank Expenses reasonable attorneys', consultants' and the reasonable feesexperts' fees and expenses, charges and disbursements of any counsel for any Indemnified Person) (collectively, “Claims”) arising out imposed upon or incurred by or asserted against Lessor by reason of, in connection with, or as a result of : (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the execution or delivery of this AgreementLeased Property, any other Loan Document or any agreement Capital Additions or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, adjoining sidewalks thereto; (ii) any Credit Extension use, misuse, non-use, condition, maintenance or the use or proposed use repair by Lessee of the proceeds therefrom, Leased Property or any Capital Additions; (iii) any actual failure on the part of Lessee to perform or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or comply with any of its Subsidiaries, or any environmental liability related in any way to Borrower or any the terms of its Subsidiaries, or this Lease; (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the non-performance of any of the foregoing, whether based on contract, tort terms and provisions of any and all existing and future subleases of the Leased Property or any other theoryCapital Additions to be performed by any party thereunder; (v) any claim for malpractice, whether brought negligence or misconduct committed by a third any Person on or working from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) days after liability therefor is determined by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or by Borrowerthird party, and regardless their property. For purposes of this Article XXIII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Lessee. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations. Nothing contained in this Lease shall be deemed or construed as imposing any Indemnified Person is a party thereto; provided that such indemnity shall notobligation on Lessee to indemnify or hold harmless Lessor from and against any liabilities, as to any Indemnified Person, be available to the extent that such lossesobligations, claims, damages, liabilities penalties or related expenses are determined by a court causes of competent jurisdiction by final and nonappealable judgment to have resulted from action arising out of the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor.Lessor