Common use of Release and Indemnity Clause in Contracts

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower Each of the Borrowers and each other Loan Party Guarantors does hereby agrees, on behalf of itself release and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless forever discharge the Administrative Agent, London Agent, the Canadian Agent, each Bank of the Lenders, each of the Issuing Lenders and each other Indemnified Related Party of any of the foregoing from and against any and all lossesclaims, costs, claimsdemands, damages, liabilitiesactions, deficienciescross-actions, judgments causes of action, costs and expenses (including legal expenses), of any kind or expenses nature whatsoever, whether based on law or equity, which any of every kind said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and nature (includingdischarge shall and does include, without limitation, amounts paid in settlementany claims of usury, court costs fraud, duress, misrepresentation, lender liability, control, exercise of remedies and the fees all similar items and the reasonable and documented feesclaims, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigationwhich may, investigationor could be, claim or proceeding or any advice rendered in connection therewith) actually incurred asserted by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any other Loan Party) in connection withclaims, arising out ofdemands, or by reason ofdamages, any of the transactions or arrangements contemplated under this Section 12.21 or any suitactions, cause cross-actions, causes of action, claimcosts and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any Indemnitee, arbitration(b) in the case of Section 2.14 of the Credit Agreement, investigation the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or settlement(d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, consent decreeexcept for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, subpoena or other proceeding relating theretorespectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, any lossesSection 10.03 of the Credit Agreement, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided agrees that such indemnity shall not, as to any Indemnified Party, be available to the extent such this Amendment and losses, claims, damages, liabilities or damages and expenses related expenses (A) result from a material breach thereto shall be covered by such Indemnified Party of its indemnification obligations under to the same extent as the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower The Parent and each other Loan Party Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of Borrower’s the Borrowers’ obligations under Section 12.04(b10.04(b), each Borrower shall and hereby jointly and severally agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank Lender and each other Indemnified Party Indemnitee from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for any Indemnified Party each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) Indemnitee in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 2.22) or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, spreading and/or assignment of any mortgage note in respect Assigned Mortgage and any 109 related splitting and/or assignment of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations Indebtedness under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner Term A Note or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)Revolving Credit Note.

Release and Indemnity. Release. Borrower and each other Loan Party hereby agrees, on behalf of itself releases Lender and its AffiliatesAffiliates and their respective directors, that neither officers, employees, attorneys and agents and any other Person affiliated with or representing Lender (the Administrative Agent nor "Released Parties") from any Bank and all liability arising from acts or omissions under or pursuant to this Agreement, whether based on errors of judgment or mistake of law or fact, except for those arising from willful misconduct or gross negligence. However, in no circumstance will any of the Released Parties be liable for lost profits or other special or consequential damages. Such release is made on the date hereof and remade upon each request for a Loan or Credit Accommodation by Borrower. Without limiting the foregoing: Lender shall not be liable for (i) any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gave rise to an Account; (ii) any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account; (iii) settling any Account in good faith for less than the full amount thereof; or (iv) any of Borrower's obligations under any contract or agreement giving rise to an Account; and In connection with Credit Accommodations or any underlying transaction, Lender shall not be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss conformity of any mortgage recording tax credits pertaining goods to any Refinancing Mortgage. Furthermorethe documents presented, and without limitation the validity or genuineness of any of documents, delay, default or fraud by Borrower’s obligations under Section 12.04(b), shippers and/or any other Person. Borrower shall and hereby agrees to indemnifythat any action taken by Lender, defend and hold harmless the Administrative Agentif taken in good faith, each Bank and each other Indemnified Party from and against or any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements action taken by an issuer of any counsel for any Indemnified Party incurred Credit Accommodation, under or in connection with any litigationCredit Accommodation, investigationshall be binding on Borrower and shall not create any resulting liability to Lender. In furtherance thereof, claim Lender shall have the full right and authority to clear and resolve any questions of non-compliance of documents, to give any instructions as to acceptance or proceeding rejection of any documents or goods, to execute for Borrower's account any advice rendered in connection therewith) actually incurred by and all applications for steamship or airway guaranties, indemnities or delivery orders, to grant any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out extensions of the maturity of, time of payment for, or by reason time of presentation of, any of the transactions drafts, acceptances or arrangements contemplated under this Section 12.21 or any suitdocuments, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person and to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as agree to any Indemnified Partyamendments, be available to the extent such lossesrenewals, claimsextensions, damagesmodifications, liabilities changes or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary cancellations of any of the foregoing)terms or conditions of any of the Credit Accommodations or applications and other documentation pertaining thereto.

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to release and indemnify, defend and hold Lender harmless from and against all liabilities, claims, actions, damages, costs and expenses (including all reasonable legal fees and expenses of Lender’s counsel) arising out of or resulting from construction of the Administrative AgentImprovements, each Bank including any defective workmanship or materials; any failure to satisfy any of the Requirements; Lender’s performance of any act permitted under the Loan Documents (excluding Lender’s willful misconduct); breach of any representation or warranty made or given by Borrower to Lender; breach of any obligation of Borrower contained in any of the Loan Documents; or any claim or cause of action of any kind by any party that Lender is liable for any act or omission committed or made by Borrower or any other Person in connection with the ownership, sale, operation or development of the Property or any Project or the construction of any Improvements, whether on account of any theory of derivative liability, comparative negligence or otherwise. Upon demand by Lender, Borrower shall defend any action or proceeding brought against Lender arising out of or alleging any claim or cause of action covered by this indemnity, all at Borrower’s own cost and each other Indemnified Party by counsel to be approved by Lender in the exercise of its reasonable judgment. In the alternative, Lender may elect to conduct its own defense at the expense of Borrower. The provisions of this Section 13.12 shall survive the repayment of the Loan. Notwithstanding the foregoing, Borrower shall not be obligated to release and indemnify, defend and hold Lender harmless from and against any and all losses, costsliabilities, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claimsactions, damages, liabilities, deficiencies, judgments costs and expenses arising out of or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act construction activities that take place after Lender has acquired the applicable Property or omission on the part Project by foreclosure or acceptance of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)a deed in lieu thereof.

Release and Indemnity. Borrower Each of the Borrowers and each other Loan Party Guarantors does hereby agrees, on behalf of itself release and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless forever discharge the Administrative Agent, London Agent, the Canadian Agent, each Bank of the Lenders, each of the Issuing Lenders and each other Indemnified Related Party of any of the foregoing from and against any and all lossesclaims, costs, claimsdemands, damages, liabilitiesactions, deficienciescross-actions, judgments causes of action, costs and expenses (including legal expenses), of any kind or expenses nature whatsoever, whether based on law or equity, which any of every kind said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and nature (includingdischarge shall and does include, without limitation, amounts paid in settlementany claims of usury, court costs fraud, duress, misrepresentation, lender liability, control, exercise of remedies and the fees all similar items and the reasonable and documented feesclaims, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigationwhich may, investigationor could be, claim or proceeding or any advice rendered in connection therewith) actually incurred asserted by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or Guarantor, but such release, waiver, acquittal and discharge shall and does not include any other Loan Party) in connection withclaims, arising out ofdemands, or by reason ofdamages, any of the transactions or arrangements contemplated under this Section 12.21 or any suitactions, cause cross-actions, causes of action, claimcosts and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any Indemnitee, arbitration(b) in the case of Section 2.14 of the Credit Agreement, investigation the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or settlement(d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, consent decreeexcept for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, subpoena or other proceeding relating theretorespectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, any lossesSection 10.03 of the Credit Agreement, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided agrees that such indemnity shall not, as to any Indemnified Party, be available to the extent such this Amendment and losses, claims, damages, liabilities or damages and expenses related expenses (A) result from a material breach thereto shall be covered by such Indemnified Party of its indemnification obligations under to the same extent as the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 12.20 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Tenant shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold Landlord harmless from all damages arising out of: (i) the Administrative Agentuse or occupancy or manner of use or occupancy of the Premises by Tenant or any Tenant-Related Parties; (ii) any activity, work or thing done, pe1mitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and (v) any injury or damage to the person or property or Tenant, or any Tenant-Related Parties or any other person entering upon the Premises under the express or implied invitation of Tenant (in each Bank case, other than damages proximately caused by Landlord). If Landlord is named or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the foregoing terms of this Section, Tenant shall pay to Landlord its reasonable costs and each other Indemnified Party from and against any and all lossesexpenses reasonably incurred in that suit, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, including without limitation, amounts paid in settlement, court costs and fees for the fees professional services of appraisers, accountants, attorneys and the reasonable expert witnesses. Landlord shall indemnify, defend and documented fees, charges and disbursements hold tenant harmless from all damages arising out of any counsel for damage to any Indemnified Party incurred person, other than Tenant and Tenant-Related Parties, or property, arising out of or proximately caused by activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (other than damages proximately caused by Tenant or a Tenant-Related Party), or Landlord's breach of any term of this Lease. If Tenant is named or joined as a defendant in any suit brought in connection with any litigationa claim with respect to which Landlord has indemnified Tenant in accordance with the foregoing terms of this Section, investigation, claim or proceeding or any advice rendered Landlord shall pay to Tenant its reasonable costs and expenses reasonably incurred in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any that suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, including without limitation, any lossescourt costs and fees for the professional services of appraisers, costsaccountants, claims, damages, liabilities, deficiencies, judgments attorneys and expert witnesses. The terms of this Section shall survive the expiration or expenses resulting from (i) the failure earlier termination of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)this Lease.

Release and Indemnity. Borrower Each of the Borrowers and each other Loan Party Guarantors does hereby agrees, on behalf of itself release and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless forever discharge the Administrative Agent, each Bank Euro Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, trustees, agents, attorneys, successors, assigns or other Indemnified Party representatives from and against any and all lossesclaims, costs, claimsdemands, damages, liabilitiesactions, deficienciescross-actions, judgments causes of action, costs and expenses (including legal expenses), of any kind or expenses nature whatsoever, whether based on law or equity, which any of every kind said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties (a) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (b) relating directly or indirectly to all transactions by and nature (includingbetween the Borrowers, the Guarantors, or their representatives and the Administrative Agent, the Euro Administrative Agent and each Lender or any of their respective directors, officers, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, amounts paid in settlementany claims of usury, court costs fraud, duress, misrepresentation, lender liability, control, exercise of remedies and the fees all similar items and the reasonable and documented feesclaims, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigationwhich may, investigationor could be, claim or proceeding or any advice rendered in connection therewith) actually incurred asserted by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or Guarantor, but such release, waiver, acquittal and discharges shall and does not include any other Loan Party) in connection withclaims, arising out ofdemands, or by reason ofdamages, any of the transactions or arrangements contemplated under this Section 12.21 or any suitactions, cause cross actions, causes of action, claimcosts and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any US Indemnitee or Euro Indemnitee, arbitration(b) in the case of Section 2.15 of the Credit Agreement, investigation the matters set forth in Section 2.15(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.17(e) of the Credit Agreement, or settlement(d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, consent decreeexcept for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, subpoena or other proceeding relating theretorespectively. Each of the Borrowers and Guarantors hereby ratifies the indemnification provisions contained in the Loan Documents, including, without limitation, any lossesSection 10.03 of the Credit Agreement, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided agrees that such indemnity shall not, as to any Indemnified Party, be available to the extent such this Amendment and losses, claims, damages, liabilities or damages and expenses related expenses (A) result from a material breach thereto shall be covered by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)indemnities.

Release and Indemnity. Borrower The Parent and each other Loan Party Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of Borrower’s the Borrowers’ obligations under Section 12.04(b10.04(b), each Borrower shall and hereby jointly and severally agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank Lender and each other Indemnified Party Indemnitee from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for any Indemnified Party each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) Indemnitee in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 2.22) or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, spreading and/or assignment of any mortgage note in respect Assigned Mortgage and any related splitting and/or assignment of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations Indebtedness under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner Term A Note or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)Revolving Credit Note.

Release and Indemnity. The Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing the BankNote Property Mortgage. Furthermore, and without limitation of any of the Borrower’s obligations under Section 12.04(b10.04(b), the Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank Lender and each other Indemnified Party Indemnitee from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party Indemnitee incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party Indemnitee or asserted against any Indemnified Party Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 2.19 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing the BankNote Property Mortgage and (ii) the assignment of the BankNote Property Mortgage and any mortgage note in respect related splitting and/or assignment of any Refinancing MortgageIndebtedness under the BankNote Property Mortgage Note; provided that such indemnity shall not, as to any Indemnified PartyIndemnitee, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan DocumentsDocuments by, or the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnified Partyof, in each caseany Indemnitee, as determined by a court of competent jurisdiction in a final, non-appealable by final and nonappealable judgment; or (B) constitute indirect, special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or . (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoingd).

Release and Indemnity. Borrower agrees to release and each other Loan Party hereby agreesindemnify, on behalf --------------------- defend and hold Lender harmless from and against all liabilities, claims, actions, damages, costs and expenses (including all reasonable legal fees and expenses of itself and its AffiliatesLender's counsel) arising out of or resulting from construction of the Improvements, including any defective workmanship or materials; any failure to satisfy any of the Governmental Requirements; Lender's performance of any act permitted under the Letter of Credit Documents (excluding Lender's gross negligence or willful misconduct); breach of any representation or warranty made or given by Borrower to Lender; breach of any obligation of Borrower contained in any of the Letter of Credit Documents; or any claim or cause of action of any kind by any party that neither the Administrative Agent nor any Bank shall be responsible Lender is liable for any losses, costs act or expenses incurred omission committed or made by Borrower or any Loan Party other person or Affiliate thereof entity in connection with the loss ownership, sale, operation or development of the Property, the Chino Property or the construction of the Improvements, whether on account of any mortgage recording tax credits pertaining to any Refinancing Mortgagetheory of derivative liability, comparative negligence or otherwise. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b)Upon demand by Lender, Borrower shall and hereby agrees defend any action or proceeding brought against Lender arising out of or alleging any claim of action covered by this indemnity, all at Borrower's own cost alternative, Lender may elect to indemnifyconduct its own defense at the expense of Borrower. Notwithstanding the provisions of the two preceding sentences, defend and hold harmless Borrower shall have the Administrative Agentright to provide the defense of Lender (which this paragraph requires) by counsel of Borrower's choosing, each Bank and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments whom Lender shall have the right to approve in its reasonable judgment. Borrower's right to so provide Lender's defense shall apply so long as there is no conflict or expenses divergence of every kind and nature (including, without limitation, amounts paid in settlement, court costs interest between the interest of Lender and the fees interest of Borrower in the provision of the defense. Lender shall have the right, in its sole discretion, to determine whether a conflict or divergence of interest exists; if Lender determines that a conflict or divergence of interest exists, Borrower shall retain separate counsel to conduct the defense of Lender, which separate counsel shall be acceptable to Lender in its reasonable judgment. The provisions of this paragraph shall survive the termination of this Agreement, the repayment of the amounts due to Lender under the Reimbursement Agreement, and the reasonable and documented fees, charges and disbursements release of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding the Property or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower portion of it from the Trust Deed and the release of the Chino Property or any other Loan Party) in connection with, arising out of, or by reason of, any portion of it from the transactions or arrangements contemplated under this Section 12.21 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)Chino Trust Deed.

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, Release Sublessee agrees that neither the Administrative Agent nor any Bank Sublessor shall not be responsible liable for any losses, costs loss or expenses incurred by damage to any Loan Party or Affiliate thereof in connection with the loss property of any mortgage recording tax credits pertaining persons (including property of Sublessee, its officers, directors, employees, agents, customers, concessionaires, vendors, contractors or invitees), occasioned by theft, fire, acts of God, or any governmental body or authority, injunction, riot, war, other tenants of the Subleased Premises or the premises of which the Subleased Premises are a part, or any damage or inconvenience which may arise through repair, or alteration of the Subleased Premises, or failure to make repairs in a timely manner, or the unavailability of utilities, or for any Refinancing Mortgageother cause, except to the extent caused by the gross negligence or willful misconduct of Sublessor or the respective Prime Lessor, it being agreed that this release shall apply to claims resulting from the negligence of Sublessor or such Prime Lessor. FurthermoreSublessor agrees that any waivers of claims for property damage contained in the respective Prime Agreement made by the Prime Lessor thereunder shall inure to the benefit of Sublessee to the extent permitted by the applicable Prime Agreement and applicable law. Indemnity Anything in this Agreement to the contrary notwithstanding, and without limitation of any of Borrower’s obligations under Section 12.04(b)limiting Sublessee's obligation to provide insurance pursuant to Article 12 hereunder, Borrower Sublessee covenants and agrees that it shall and hereby agrees to indemnify, defend and hold save harmless the Administrative AgentSublessor, each Bank its affiliates (other than Sublessee), any affected Prime Lessor, and each other Indemnified Party their respective directors, officers, employees, agents, successors and assigns ("Indemnitees"), from and against any and all liabilities, losses, damages, penalties, claims, costs, claimscharges and expenses, damagescauses of action and judgments of any nature whatsoever, liabilitiesincluding without limitation reasonable attorney's fees, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim related expenses that may be imposed upon or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party the Indemnitees by reason or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, of any of the transactions or arrangements contemplated under this Section 12.21 or any suitfollowing, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) except if caused by the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith negligence or willful misconduct of any such Indemnified PartyIndemnitee (it being acknowledged, in each casehowever, as determined by a court that if the indemnification obligations of competent jurisdiction in a final, non-appealable judgmentSublessor under the respective Prime Agreement requires Sublessor to indemnify such Prime Lessor (or other parties therein identified) Sublessee shall be required to indemnify such Prime Lessor and other identified parties to the same extent; (B) constitute special, indirect, incidental, consequential and that such indemnification duties may apply even where an Indemnitee under the applicable Prime Agreement is negligent or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).otherwise at fault):

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Tenant shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold Landlord harmless from all damages arising out of: (i) the Administrative Agentuse or occupancy or manner of use or occupancy of the Premises by Tenant or any Tenant-Related Parties; (ii) any activity, work or thing done, permitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and (v) any injury or damage to the person or property or Tenant, or any Tenant-Related Parties or any other person entering upon the Premises under the express or implied invitation of Tenant (in each Bank case, other than damages proximately caused by Landlord). If Landlord is named or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the foregoing terms of this Section, Tenant shall pay to Landlord its reasonable costs and each other Indemnified Party from and against any and all lossesexpenses reasonably incurred in that suit, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, including without limitation, amounts paid in settlement, court costs and fees for the fees professional services of appraisers, accountants, attorneys and the reasonable expert witnesses. Landlord shall indemnify, defend and documented fees, charges and disbursements hold tenant harmless from all damages arising out of any counsel for damage to any Indemnified Party incurred person, other than Tenant and Tenant-Related Parties, or property, arising out of or proximately caused by activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (other than damages proximately caused by Tenant or a Tenant-Related Party), or Landlord's breach of any term of this Lease. If Tenant is named or joined as a defendant in any suit brought in connection with any litigationa claim with respect to which Landlord has indemnified Tenant in accordance with the foregoing terms of this Section, investigation, claim or proceeding or any advice rendered Landlord shall pay to Tenant its reasonable costs and expenses reasonably incurred in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any that suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, including without limitation, any lossescourt costs and fees for the professional services of appraisers, costsaccountants, claims, damages, liabilities, deficiencies, judgments attorneys and expert witnesses. The terms of this Section shall survive the expiration or expenses resulting from (i) the failure earlier termination of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)this Lease.