Common use of Indemnification by Lessee Clause in Contracts

Indemnification by Lessee. Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

Indemnification by Lessee. Except in respect of Losses related to environmental matters, which are exclusively addressed in Article 10 hereof, and except to the extent otherwise provided in the Omnibus Agreement, Lessee agrees to indemnify, defend, protect, save defend and keep hold harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) Parties from and against any and all Claims Losses which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (ai) actions taken or omissions any of the Lessee Indemnified Parties or any Lessee Responsible Parties in connection with the ownership, use or operation of the Tank Farm Assets, the Improvements and/or the Premises or any accident or occurrence in connection therewith; (ii) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or ; (biii) the exercise use and/or occupation of Lessee’s the Premises, by Lessee and any of the Lessee Responsible Parties’ rights under Section 2.2(a); and/or (iv) any injury or damage to any person or property, occurring in or about the Premises; provided, however, that Lessee shall not have any obligation be required to indemnify the Lessor Indemnified Parties for any such Claim Losses under clauses (ai), (ii), (iii) or (b) iv), to the extent resulting from or arising out of the sole or gross negligence or willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2IT IS INTENDED THAT, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNIFICATION SHALL OPERATE TO PROTECT THE LESSOR INDEMNIFIED PARTIES AGAINST EVEN THOSE LOSSES THAT ARE CAUSED OR ALLEGEDLY CAUSED, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTALWHOLE OR IN PART, INDIRECTBY THE SOLE, SPECIALPARTIAL, PUNITIVEJOINT, EXEMPLARY JOINT AND SEVERAL, COMPARATIVE OR CONSEQUENTIAL DAMAGESCONTRIBUTORY NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE) OF ANY OF THE LESSOR INDEMNIFIED PARTIES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD ANY OF THE LESSOR INDEMNIFIED PARTIES MAY BE LIABLE UNDER THIS SECTIONANY SO-CALLED “STRICT LIABILITY” LAW OR ANY OTHER APPLICABLE LAW OR LEGAL THEORY IMPOSING LIABILITY ON A PERSON WITHOUT REGARD TO SUCH PERSON’S ACTUAL DEGREE OF FAULT OR NEGLIGENCE.

Indemnification by Lessee. Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, but expressly excluding any Claims arising pursuant to Lessee’s non-compliance with any Environmental Law or the release of any Hazardous Substance (such Claims to be addressed pursuant to the indemnification obligations of the Omnibus Agreement), or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

Indemnification by Lessee. Except in respect of Losses related to environmental matters, which are exclusively addressed in Article 10 hereof, Lessee agrees to indemnify, defend, protect, save defend and keep hold harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) Parties from and against any and all Claims Losses which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (ai) actions taken or omissions any of the Lessee Indemnified Parties or any Lessee Responsible Parties in connection with the ownership, use or operation of the Terminal, Terminal Facilities and/or the Premises or any accident or occurrence in connection therewith, (ii) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (biii) the exercise use and/or occupation of Lessee’s Parties’ rights under Section 2.2(a)the Premises, by Lessee and any of the Lessee Responsible Parties and/or (iv) any injury or damage to any person or property, occurring in or about the Premises; provided, however, that Lessee shall not have any obligation be required to indemnify the Lessor Indemnified Parties for any such Claim Losses under clauses (ai), (ii), (iii) or (b) iv), to the extent resulting from or arising out of the sole or gross negligence or willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2IT IS INTENDED THAT, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNIFICATION SHALL OPERATE TO PROTECT THE LESSOR INDEMNIFIED PARTIES AGAINST EVEN THOSE LOSSES THAT ARE CAUSED OR ALLEGEDLY CAUSED, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTALWHOLE OR IN PART, INDIRECTBY THE SOLE, SPECIALPARTIAL, PUNITIVEJOINT, EXEMPLARY JOINT AND SEVERAL, COMPARATIVE OR CONSEQUENTIAL DAMAGESCONTRIBUTORY NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE) OF ANY OF THE LESSOR INDEMNIFIED PARTIES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD ANY OF THE LESSOR INDEMNIFIED PARTIES MAY BE LIABLE UNDER THIS SECTIONANY SO-CALLED “STRICT LIABILITY” LAW OR ANY OTHER APPLICABLE LAW OR LEGAL THEORY IMPOSING LIABILITY ON A PERSON WITHOUT REGARD TO SUCH PERSON’S ACTUAL DEGREE OF FAULT OR NEGLIGENCE.

Indemnification by Lessee. Except in respect of Losses related to environmental matters, which are exclusively addressed in Article 10 hereof, and except to the extent otherwise provided in the Omnibus Agreement, Lessee agrees to indemnify, defend, protect, save defend and keep hold harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) Parties from and against any and all Claims Losses which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (ai) actions taken or omissions any of the Lessee Indemnified Parties or any Lessee Responsible Parties in connection with the ownership, use or operation of the Tank Farm Assets, the Improvements and/or the Premises or any accident or occurrence in connection therewith, (ii) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (biii) the exercise use and/or occupation of Lessee’s Parties’ rights under Section 2.2(a)the Premises, by Lessee and any of the Lessee Responsible Parties and/or (iv) any injury or damage to any person or property, occurring in or about the Premises; provided, however, that Lessee shall not have any obligation be required to indemnify the Lessor Indemnified Parties for any such Claim Losses under clauses (ai), (ii), (iii) or (b) iv), to the extent resulting from or arising out of the sole or gross negligence or willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2IT IS INTENDED THAT, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNIFICATION SHALL OPERATE TO PROTECT THE LESSOR INDEMNIFIED PARTIES AGAINST EVEN THOSE LOSSES THAT ARE CAUSED OR ALLEGEDLY CAUSED, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTALWHOLE OR IN PART, INDIRECTBY THE SOLE, SPECIALPARTIAL, PUNITIVEJOINT, EXEMPLARY JOINT AND SEVERAL, SOLIDARY, COMPARATIVE OR CONSEQUENTIAL DAMAGESCONTRIBUTORY NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE) OF ANY OF THE LESSOR INDEMNIFIED PARTIES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD ANY OF THE LESSOR INDEMNIFIED PARTIES MAY BE LIABLE UNDER THIS SECTIONANY SO-CALLED “STRICT LIABILITY” LAW OR ANY OTHER APPLICABLE LAW OR LEGAL THEORY IMPOSING LIABILITY ON A PERSON WITHOUT REGARD TO SUCH PERSON’S ACTUAL DEGREE OF FAULT OR NEGLIGENCE.

Indemnification by Lessee. Lessee agrees to indemnify, defend, protect, save shall indemnify and keep harmless Lessor hold Operator and its Affiliates, and their respective directors, officers, directorsowners, shareholders, unitholders, members, partners, managers, agents, employees, representatives, employees and successors and assigns (collectively, the “Lessor "Operator Indemnified Parties”") from harmless against all Claims of every kind and against nature whatsoever to or of any party connected with or arising out of, or by reason of : (i) an Event of Default by Lessee; (ii) the performance by Operator or its Affiliates of its services hereunder, including, without limitation, any and all Claims which may be imposed on, obligations incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to any agreements with third parties entered into by Operator or arising out Lessee in connection with the management or operation of the Hotel, (aiii) the breach or alleged breach of any certificate of occupancy, business licenses and liquor licenses, Franchise Agreement, the Mortgage and all other contracts, documents, authorizations, leases and consents governing the operation and ownership of the Hotel by Operator, Lessee, Owner or the Hotel, (iv) any failure interim management agreement relating to perform alcoholic beverages, liquor facilities lease agreement, food and beverage lease agreement, concession agreement or similar document or any covenant transfer or agreement other licensing application and any other documents required in connection therewith, and (v) any other matter that is expressly made or undertaken subject to indemnification by Lessee in under the terms of this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a)Agreement; provided, however, that Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim liability under clauses (a) or (b) this Section 5.03 to the extent resulting from any Claims arise out of, or arising out of result from, acts or omissions covered by the willful misconduct indemnity by Operator set forth in Section 5.01, it being agreed that if both Lessee and Operator have indemnification obligations under this Agreement relating to an act or negligence of any of omission, then the Lessor Indemnified Partiesliability shall be apportioned between such parties based on their comparative fault or responsibility for such act or omission. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the The indemnification provisions of this Section 10.2, Lessee shall be subrogated 5.03 are subject to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTIONlimitations set forth in Section 5.02.

Indemnification by Lessee. Lessee agrees to indemnify, defend, protectindemnify and hold harmless Lessor, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agentsofficers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by Liabilities directly or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or indirectly arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, but expressly excluding any Liabilities arising pursuant to Lessee’s noncompliance with any Environmental Law or the release of any Hazardous Substance to the extent such Liabilities are addressed pursuant to the indemnification obligations of the Omnibus Agreement, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim Liabilities under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or gross negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYNotwithstanding the foregoing, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTALLessee’s liability to the Lessor Indemnified Parties pursuant to this Section 10.2 shall be net of any insurance proceeds actually received by the Lessor Indemnified Party from any Third Party with respect to or on account of the damage or injury which is the subject of the indemnification claim. Lessor agrees that it shall, INDIRECTand shall cause the other Lessor Indemnified Parties to, SPECIAL(i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Lessor Indemnified Parties are entitled with respect to or on account of any such damage or injury, PUNITIVE(ii) notify Lessee of all potential claims against any Third Party for any such insurance proceeds, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTIONand (iii) keep Lessee fully informed of the efforts of the Lessor Indemnified Parties in pursuing collection of such insurance proceeds.

Indemnification by Lessee. Lessee agrees to indemnifywill indemnify Lessor, defend, protect, save its agents and keep harmless Lessor and its Affiliatesemployees against, and their respective officershold Lessor, directorsits agents and employees harmless from any and all demands, shareholdersclaims, unitholderscauses of action, membersfines, partnerspenalties, managersdamages (excluding punitive and consequential damages), losses, liabilities, judgments and expenses (including, without limitation, reasonable attorneys' fees and court costs) incurred in connection with or arising from: (a) the use or occupancy of the Premises by Lessee or any person claiming under Lessee; (b) any activity, work or thing done or permitted by Lessee in or about the Premises; (c) any acts, omissions or negligence of Lessee, or any person claiming under Lessee, or the employees, agents, contractors, invitees or visitors of Lessee or any such person; (d) any breach, violation or nonperformance by Lessee, or any person claiming under Lessee, or the employees, representativesagents, successors and assigns contractors, invitees or visitors of Lessee or any such person, of any term, covenant or provision of this Lease or any law, ordinance or governmental requirement of any kind; or (collectivelye) any injury or damage to the person, property or business of Lessee, its employees, agents, contractors, invitees, visitors or any other person entering upon the “Premises under the express or implied invitation of Lessee. If any action or proceeding is brought against Lessor, its employees or agents by reason of any such claim, Lessee, upon notice from Lessor, will defend the claim at Lessee's expense with counsel reasonably satisfactory to Lessor. Notwithstanding anything to the contrary herein, Lessee shall have no obligation to Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and under this Section 7A to the extent relating the matter for which Lessee would otherwise be required to or arising out indemnify Lessor arises from (i) a breach of this Lease by Lessor, (aii) any failure to perform any covenant or agreement made or undertaken a breach of the Master Lease by Lessee in this Lease, Lessor or (biii) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) negligence or (b) to the extent resulting from or arising out of the willful misconduct of Lessor, its agents or negligence of any of the Lessor Indemnified Partiesemployees. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the is also required to comply with all indemnification provisions in favor of this Section 10.2, Lessee shall be subrogated to Master Landlord as set forth in the Lessor Indemnified Parties’ rights with respect to Master Lease and the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTIONMaster Landlord Consent.

Indemnification by Lessee. Lessee agrees to indemnify, shall defend, protect, save indemnify and keep hold harmless Lessor the Authority Parties from and its Affiliatesagainst, and their respective officersLessee shall be responsible for, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by brought or instituted or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to Authority Parties based on or arising out of or relating to any of the following events (aeach being referred to herein as an “Indemnified Event”): (i) the failure on the part of the Lessee or any failure of its sublessees or their respective owners, officers, managers, employees, agents, invitees, guests, contractors, subcontractors or licensees (“Lessee Parties”) to perform any covenant comply with the provisions of Applicable Laws applicable to the Leased Premises or agreement made or undertaken by Lessee’s facilities on the Leased Premises ( the “Lessee in this LeaseFacilities”), or (bii) any injury to or death of or claim of injury to or death of any person or any damage to or loss of or claim of damage to or loss of property occurring on the exercise of Lessee’s Parties’ rights under Section 2.2(a); providedLeased Premises or the Lessee Facilities, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or in each case arising out of (1) the willful misconduct use or negligence occupancy of the Leased Premises by Lessee or any Lessee Party, or (2) the condition, use, malfunction, defect, or explosion of any of the Lessor Indemnified PartiesLessee Facilities, or (3) the construction, alteration, repair or maintenance of the Lessee Facilities. To Notwithstanding anything to the extent that the Lessor Indemnified Parties contrary contained in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2A of Article VI it is expressly provided and agreed by and between the Parties that Lessee shall not be obligated to indemnify and hold harmless the Authority Parties from and against their own negligence. Notwithstanding anything to the contrary contained in this Section A of Article VI, Lessee shall be subrogated relieved of its obligation of indemnity (but not its obligation to the Lessor Indemnified Parties’ rights defend) with respect to any Claim to the transaction extent, but only to the extent, of (1) the amount actually recovered from one or event requiring more insurance carriers and either paid to the Authority Parties or giving rise paid for benefit of the Authority Parties in reduction of such Claim, or (2) the percentage of responsibility attributed to such indemnitythe Authority Parties with respect to causing or contributing to cause the Indemnified Event for which the Claim was made. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYLessee’s indemnity obligations under this Article VI shall not be limited by a limitation on the amount or type of damages, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTALcompensation or benefits owed by Lessee to any employee of Lessee under workers’ or workmen’s compensation acts, INDIRECTdisability benefit acts, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTIONor other employee benefit acts. The obligations of the Lessee under this Article VI shall survive the expiration or any earlier termination of the term of this Lease.

Indemnification by Lessee. Except in respect of Losses related to environmental matters, which are exclusively addressed in Article 10 hereof, and except to the extent otherwise provided in the Omnibus Agreement, Lessee agrees to indemnify, defend, protect, save defend and keep hold harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) Parties from and against any and all Claims Losses which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (ai) actions taken or omissions any of the Lessee Indemnified Parties or any Lessee Responsible Parties in connection with the ownership, use or operation of the Tank Farm Assets, the Improvements and/ or the Premises or any accident or occurrence in connection therewith; (ii) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease; (iii) the use and/ or occupation of the Premises, by Lessee and any of the Lessee Responsible Parties; and/ or (biv) any injury or damage to any person or property, occurring in or about the exercise of Lessee’s Parties’ rights under Section 2.2(a)Premises; provided, however, that Lessee shall not have any obligation be required to indemnify the Lessor Indemnified Parties for any such Claim Losses under clauses (ai), (ii), (iii) or (b) iv), to the extent resulting from or arising out of the sole or gross negligence or willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2IT IS INTENDED THAT, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNIFICATION SHALL OPERATE TO PROTECT THE LESSOR INDEMNIFIED PARTIES AGAINST EVEN THOSE LOSSES THAT ARE CAUSED OR ALLEGEDLY CAUSED, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTALWHOLE OR IN PART, INDIRECTBY THE SOLE, SPECIALPARTIAL, PUNITIVEJOINT, EXEMPLARY JOINT AND SEVERAL, COMPARATIVE OR CONSEQUENTIAL DAMAGESCONTRIBUTORY NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE) OF ANY OF THE LESSOR INDEMNIFIED PARTIES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD ANY OF THE LESSOR INDEMNIFIED PARTIES MAY BE LIABLE UNDER THIS SECTIONANY SO-CALLED “STRICT LIABILITY” LAW OR ANY OTHER APPLICABLE LAW OR LEGAL THEORY IMPOSING LIABILITY ON A PERSON WITHOUT REGARD TO SUCH PERSON’S ACTUAL DEGREE OF FAULT OR NEGLIGENCE.

Indemnification by Lessee. Subject to Section 11(b), Lessee assumes the risk of all damage, loss, cost and expense associated in any way with the Employees’ performance of their job duties during the Term and being the employer of the Employees during the Term. Lessee hereby agrees to indemnify, defend, protect, save and keep harmless indemnify Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors Affiliates and assigns (collectively, the “and to hold Lessor Indemnified Parties”) and such Affiliates and assigns harmless from and against any and all Claims liabilities, damages, costs, compensation, losses, expenses, fines, penalties and attorneys’ fees of any kind (collectively referred to as “Losses”) that may accrue to or be sustained by Lessor or such Affiliates or assigns during or relating to the Term (whether asserted during or after the Term) on account of any claim, demand, charge, suit, action, investigation or proceeding made or brought against Lessor or such Affiliates or assigns by any person or entity related to or arising from: (i) Lessee’s failure to comply with any of its obligations under this Agreement; (ii) matters relating to the Employees’ performance of their job duties during the Term and being the employer of the Employees during the Term; (iii) matters relating to the employment of the Transferred Employees by Lessee after the Term; or (iv) the ownership or operation of the Lessee’s business (or any other location at which may be imposed onEmployees perform services pursuant to this Agreement) after the Second Closing. The foregoing indemnifications shall survive the termination of this Agreement. Notwithstanding the foregoing, incurred by or asserted against the Lessor Indemnified Parties, in any way and Lessee’s indemnification obligations pursuant to this Section 11 shall not apply to the extent relating to of any liabilities, damages, costs, compensation, losses, expenses, fines, penalties or attorneys’ fees arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from Lessor’s (or arising out of its employees other than the Employees) gross negligence or willful misconduct or negligence Lessor’s failure to comply with any of its obligations hereunder. The determination of the amount of Losses indemnifiable by Lessee shall take into account the application of any of the insurance proceeds received by Lessor, participant contributions received by Lessor, and payments made to Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from by Lessee under the indemnification other provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTIONAgreement.

Indemnification by Lessee. The Lessee agrees to shall absolutely, irrevocably, and forever indemnify, defend, protectrelease, save and keep harmless Lessor and its Affiliatessave, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, hold harmless the District and the District's representatives, successors and assigns (collectivelyassigns, the “Lessor Indemnified Parties”) from of, from, and against any and all Environmental Claims which may be imposed onand Liabilities, incurred by including, but not limited to, court costs, reasonable attorney fees, and other reasonable costs of defense, including expert consultant and witness fees and costs arising from, connected with, or asserted against as a result of, the Lessor Indemnified Partiescondition of the Leased Property (but excluding those arising from the action or failure to act of the District or the District's employees, agents or representatives) through the date of the Lessee's surrender of possession of the Leased Property. Each ofthe District and the Lessee shall notify the other in writing of any way Environmental Claims and Liability relating to the extent relating Leased Property of which it becomes aware, and the Lessee, at the Lessee's sole expense, shall assume on behalf ofthe District, and conduct with due diligence and good faith, the defense thereof with counsel satisfactory to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee the District in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a)District's reasonable discretion; provided, however, the District shall have the right, at its option, to be represented in such matters by advisory counsel of its own selection at its own expense. Notwithstanding anything contained in these Lease Conditions to the contrary, the Lessee shall not have any obligation be liable to indemnify the Lessor Indemnified Parties District hereunder for any such Claim under clauses (a) or (b) Environmental Claims and Liabilities to the extent resulting from caused or arising out created by the District or the District's agents, employees, contractors, licensees or invitees. In the event of failure by the willful misconduct or negligence Lessee to fully perform in accordance with this subsection, the District, at its option and without relieving the Lessee of any of its obligations hereunder, may so perform, but all costs and expenses so incurred by the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties District in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee such event shall be subrogated reimbursed by the Lessee to the Lessor Indemnified Parties’ rights District, together with respect to interest on the transaction or event requiring or giving rise to same from the date any such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYexpenses were paid by the District until reimbursed by the Lessee, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTALat the prime rate of interest in effect at Citibank, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTIONN.A. at the time such expense was paid by the District.

Indemnification by Lessee. This Lease is made on the express condition that Lessor shall not be liable, or suffer loss by reason of injury to person or property, from whatever cause, all or in any way connected with the condition or use of the Leased Premises or the improvements or personal property therein or thereon, including without limitation any liability for injury to the person or property of Lessee, its agents, officers, employees or invitees. Except as provided in paragraph 14 hereof with respect to waiver of subrogation, Lessee agrees to indemnify, defend, protect, save and keep harmless indemnify Lessor and its AffiliatesLessor's agents, and their respective officershold Lessor and Lessor's agents harmless from any and all liability, directorsloss, shareholderscost, unitholdersclaim, membersor obligation on account of, partnersor arising out of, managersany such injury or loss however occurring, agents, employees, representatives, successors and assigns (collectivelyincluding without limitation Lessee's use of the Leased Premises, the “Building, or the Business Park, or form the conduct of Lessee's business, or from any activity, work, or thing done, permitted or suffered by Lessee in or about the Leased Premises, the Building, the Business Park, or elsewhere. Lessee shall further indemnify and hold Lessor Indemnified Parties”) and Lessor's agents harmless from and against any and all Claims which may claims arising from any breach or default in the performance of any obligation on Lessee's part to be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in performed under this Lease, or (b) arising from any negligence of Lessee or Lessee's agents, contractors, or employees, and from and against all costs, attorneys' fees, expenses, and liabilities incurred in the exercise defense of Lessee’s Parties’ rights under Section 2.2(a); providedany such claim or any action or proceeding brought thereon. In the event that any action, howeversuit, or proceeding is brought against Lessor, or any of Lessor's agents by reason of any such occurrence, then upon Lessor's request, Lessee shall not have shall, 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 the insurer whose policy covers the occurrence or by counsel designated by Lessee and approved by Lessor. The obligations of Lessee under this section arising by reason of any obligation to indemnify occurrence taking place during the Lessor Indemnified Parties for Lease Term or any such Claim under clauses (a) other time of possession or (b) to the extent resulting from or arising out use of the willful misconduct or negligence of Leased Premises by Lessee, shall survive any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions termination of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnityLease. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.Form #1278 Initials: RWC --------

Indemnification by Lessee. Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, but expressly excluding any Claims arising pursuant to Lessee’s non-compliance with any Environmental Law or the release of any Hazardous Substance (such Claims to be addressed pursuant to the indemnification obligations of the Pipelines Agreement), or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

Indemnification by Lessee. Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Asset Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.211.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED SET FORTH IN THIS ASSET LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS ASSET LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTIONSECTION 11.2.

Indemnification by Lessee. Lessee agrees to indemnifyindemnify and hold harmless Lessor 458 and its affiliated companies and their agents, defendservants, protectdirectors, save officers, shareholders, and keep harmless 459 employees (as used in this Section, Lessor and its Affiliates, affiliated companies and their respective agents, servants, 460 directors officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”employees are collectively called "Indemnitees") from and 461 against any and all Claims which may be imposed liabilities, losses, damages, liens, claims, suits, causes of action, costs 462 (including court costs, attorneys' fees and costs of investigation), and actions of any kind arising 463 out of, caused by, resulting from or alleged to arise by reason of injury to or death of any person 464 or damage to or loss of Premises occurring on, incurred in, or about the Premises or by reason of any other 465 claim whatsoever of any person or asserted against party occasioned or alleged to be occasioned in whole or in part 466 by any act or omission on the Lessor Indemnified Partiespart of Lessee or any invitee, in licensee, employee, director, officer, 467 servant, contractor, subcontractor or Lessee of Lessee, or by any way and to the extent relating to breach, violation, or arising out 468 nonperformance of (a) any failure to perform any covenant or agreement made or undertaken by of Lessee in under this Lease, even if such liability, losses, 469 damages, liens, claims, suits, causes of action, costs, injuries, deaths or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) damages arise from or (b) are 470 attributed to the extent resulting from or arising out of the willful misconduct or sole negligence of any of the Lessor Indemnified PartiesIndemnitee. To the extent that the Lessor Indemnified Parties If any action or proceeding shall be brought 471 by or against any Indemnitee in fact receive full indemnification payments connection with any such liability or claim, Lessee, on notice from Lessee under the indemnification 472 Lessor, shall defend such action or proceeding, at Lessee's expense, by or through attorneys 473 reasonably satisfactory to Lessor. The provisions of this Section 10.2, shall apply to all activities of 474 Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction Premises, whether occurring before or event requiring after the Commencement Date 475 of the Term and Lessee's obligations under this Section shall not be limited to the limits or giving rise coverage 476 of insurance maintained or required to such indemnitybe maintained by Lessee under this Lease. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.477