Common use of Tenant Indemnification Clause in Contracts

Tenant Indemnification. Tenant agrees to protect, indemnify, defend and save harmless Landlord, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.

Tenant Indemnification. Except in the event of (and only if and) to the extent directly caused by Landlord’s or Agent’s or any other Indemnitee gross negligence or willful misconduct, and in addition to the indemnity set forth in Section 9.2 above, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save holds all Indemnitees harmless Landlord, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, Losses arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) Tenant’s occupancy operation of the Facility Premises during the Term; (b) Tenant’s conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and any or all of its member, partners, officers, directors, employees, invitees, managers, contractors, and representatives (collectively, “Tenant’s Parties”), in accordance with or about the Premises during the Term; (c) any act, omission or negligence during the Term of any or all of Tenant and Tenant’s Parties; (d) any accident, injury or damage whatsoever occurring during the Term in, at or upon the Premises and caused by any or all of Tenant and Tenant’s Parties; (e) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease, ; (f) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Premises Bankruptcy Code relating to this Lease or Tenant; (arising after the Commencement Dateg) any violation or the operations alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law; and (h) any claims made against Landlord by any third party contractor engaged by Tenant (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of the PremisesIndemnitees by reason of any of Tenant’s Indemnified Matters, Tenant, upon receipt of written notice from any or all of Landlord, Agent or any Landlord’s lender, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not incidental, consequential, punitive, special or other similarly speculative damages), penalties or fines imposed by any Law, liabilities, losses of every kind and nature (other than incidental, consequential, punitive, special or other similarly speculative damages), suits, administrative proceedings, out-of-pocket costs and fees, including, without limitation, (a) reasonable attorneys’ and consultants’ fees and expenses, and the breach by Tenant out-of-pocket costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion of matter covered by the Premises (foregoing indemnity or, as may be applicable based on the context in which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted byterm “Losses” is used, any governmental agency other indemnity herein. The provisions of this Section 17.2 shall survive the expiration or Medicare or Medicaid providers as a result termination of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protect, shall indemnify, defend and save harmless by counsel reasonably acceptable to Landlord, its protect and hold Landlord, Xxxxxx Xxxxx, L.P. and their respective directors, shareholders, investment managers, partners, lenders, members, managers, Affiliatescontractors, directorsaffiliates, employees, trustees, principals, beneficiaries, officers, shareholdersmortgagees and agents (each a “Landlord Party” and collectively, agents and employees (the “Landlord Indemnified Parties”) harmless from and against any and all foreseeable claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or natureexpenses, including reasonable attorneys’ feesand consultants’ fees and court costs, from any third party suits, claims or demands, on account causes of any matter action, or thingjudgments (collectively, action “Losses”), directly or failure to act indirectly arising out of or in connection with Tenant’s related to: (a) the use or occupancy or manner of use or occupancy of the Facility Premises (including the Roof Top Area) by Tenant or any Tenant Party; or (b) any injury or death of any person or damage to or destruction of property occurring in accordance with this Lease, the Premises (arising after including the Commencement DateRoof Top Area), from any cause whatsoever; or (c) any injury or death of any person or damage to or destruction of property occurring in, on or about the operations Building or Project or in the vicinity of the Building or Project, including the Common Areas and Parking Facilities, to the extent such injury, death or damage is caused by the negligence or willful misconduct of Tenant on or any Tenant Parties; or (d) Tenant’s use of the roof of the Building pursuant to Paragraph 38; or (e) the installation, use, operation, maintenance, replacement and/or removal of the Generator Equipment or any portion. The foregoing indemnity by Tenant shall not be applicable to claims to the extent arising from the gross negligence or willful misconduct of Landlord. Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of, or damage to any person or property or business loss in or about the Premises, Building or Project by or from any cause whatsoever (other than Landlord’s gross negligence or willful misconduct) and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises, includingBuilding or Project, without limitationor caused by gas, (a) fire, oil or electricity in, on or about the breach by Tenant Premises, Building or Project, acts of God or of third parties, or any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion matter outside of the Premises by Tenant, Hazardous Materials Claims caused by Tenant reasonable control of Landlord. The provisions of this Paragraph shall survive the expiration or violations by Tenant earlier termination of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protect, shall indemnify, defend and save hold harmless Landlord and Landlord, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) ’s Agents from and against any and all foreseeable (i) Claims in connection with or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of any release, spill or discharge of Hazardous Materials due to, contributed to or caused by the activities of Tenant, Tenant’s Agents, third parties who have trespassed on the Premises during the Lease Term or parties in contractual relationship with Tenant or any of them; and (ii) all Claims arising out of Tenant’s failure to provide all information, make all submissions and take all steps required by any Authority, under any federal, state or local laws pertaining to or governing Hazardous Materials laws or any other environmental law. Tenant’s obligations and liabilities under this paragraph shall survive the expiration or earlier termination of this Lease. Without limiting the foregoing, if the release, spill, leakage, or discharge of any Hazardous Materials on or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on Building or any portion of the Premisesadjacent property, including, without limitation, (a) the breach caused or permitted by Tenant of results in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion contamination of the Premises by Tenantor the Building or any adjacent property, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises or the Building or any adjacent property, to the condition existing prior to the time of such contamination, provided that Landlord’s approval of such action shall first be obtained, which approval shall not unreasonably be withheld, delayed or conditioned so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Building. Notwithstanding the foregoing, the indemnification herein shall not apply to the initial introduction of Hazardous Materials Claims caused on or to the Premises by anyone other than the Tenant or violations by from and after the date that Tenant of a Hazardous Materials Law with respect to any portion is neither the “Tenant” hereunder nor in possession of the Premises (which occurred on or after the Commencement “Tenant Relinquishment Date”), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.

Tenant Indemnification. Except for the gross negligence, sole negligence or willful misconduct of Landlord Parties, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy of the Facility Parties in accordance with this Lease, or about the Premises (arising from and after the Commencement Date; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant’s Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (t) the creation or existence of any Hazardous Materials in, at, on or under the Premises or the operations Property, if and to the extent brought to the Premises or the Property or caused by Tenant or any party within Tenant’s control; and (g) any violation or alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) reasonable attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant agrees to shall protect, indemnify, defend and save harmless Landlord, and defend Landlord and its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) Affiliates from and against any all liabilities, obligations, claims, damages penalties, causes of action, costs and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or natureexpenses, including reasonable attorneys’, consultants’ feesand experts’ fees and expenses, from any third party suits, claims imposed upon or demands, on account of any matter incurred by or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, asserted against Landlord by reason of: (a) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the breach by Tenant of any of its representations, warranties, covenants Premises or other obligations hereunder, adjoining sidewalks thereto; (b) any Protestuse, misuse, non-use, condition, maintenance or repair by Tenant of the Premises; or (c) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (d) the non-performance of any of the terms and provisions of any and all Environmental Activities on any portion existing and future subleases of the Premises to be performed by Tenantany party thereunder; (e) any claim for malpractice, Hazardous Materials Claims caused negligence or misconduct committed by any Person on or working from the Premises or any Capital Additions; and (f) the violation of any Legal Requirement. Any amounts that become payable by Tenant or violations under this Section shall be paid within ten (10) days after demand by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date)Landlord, and (d) upon or following if not timely paid shall bear interest at the Termination Date, Overdue Rate from the correction date of all deficiencies such determination to the date of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor)payment. Tenant, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, its Affiliates or may compromise or otherwise dispose of the same as Tenant sees fit; provided, however, that any suitlegal counsel selected by Tenant to defend Landlord shall be reasonably satisfactory to Landlord. All indemnification covenants are intended to apply to losses, action damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or proceeding without obtaining Landlord’s written consentthird party, and their property. LandlordFor purposes of this Section, at its election and sole cost and expenseany acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall have be strictly attributable to Tenant. It is understood and agreed that payment shall not be a condition precedent to enforcement of the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costforegoing indemnification obligations.

Tenant Indemnification. Tenant agrees to protect, shall indemnify, defend and save harmless by counsel reasonably acceptable to Landlord, its protect and hold Landlord, Xxxxxx Xxxxx, L.P. and their respective directors, shareholders, investment managers, partners, lenders, members, managers, Affiliatescontractors, directorsaffiliates, employees, trustees, principals, beneficiaries, officers, shareholdersmortgagees and agents (each a “Landlord Party” and collectively, agents and employees (the “Landlord Indemnified Parties”) harmless from and against any and all foreseeable claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or natureexpenses, including reasonable attorneys’ feesand consultants’ fees and court costs, from any third party suits, claims or demands, on account causes of any matter action, or thingjudgments (collectively, action “Losses”), directly or failure to act indirectly arising out of or related to: (1) claims of injury to or death of persons or damage to property or business loss occurring or resulting directly or indirectly from the use or occupancy of the Premises, Building or Project by Tenant or Tenant Parties, or from activities or failures to act of Tenant or Tenant Parties; (2) claims arising from work or labor performed, or for materials or supplies furnished to or at the request or for the account of Tenant in connection with Tenantperformance of any work done for the account of Tenant within the Premises or Project; (3) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; and (4) claims arising from the negligence or intentional acts or omissions of Tenant or Tenant Parties. The foregoing indemnity by Tenant shall not be applicable to claims to the extent arising from the gross negligence or willful misconduct of Landlord or any of Landlord’s occupancy employees, agents, or contractors. Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of, or damage to any person or property or business loss in or about the Premises, Building or Project by or from any cause whatsoever (other than Landlord’s gross negligence or willful misconduct) and, without limiting the generality of the Facility in accordance with this Leaseforegoing, whether caused by water leakage of any character from the Premises (arising after the Commencement Date) roof, walls, basement or the operations of Tenant on any other portion of the Premises, includingBuilding or Project, without limitationor caused by gas, (a) fire, oil or electricity in, on or about the breach by Tenant Premises, Building or Project, acts of God or of third parties, or any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion matter outside of the Premises by Tenant, Hazardous Materials Claims caused by Tenant reasonable control of Landlord. The provisions of this Paragraph shall survive the expiration or violations by Tenant earlier termination of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s gross negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Facility Property and the Premises and caused by any or all of Tenant and Tenant’s Parties. Tenant also indemnifies, defends, and holds the Landlord Indemnified Parties harmless from and against any and all Losses arising from or in accordance connection with any or all of: (i) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (ii) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (iii) the creation or existence of any Hazardous Materials in illegal or unlawful quantities, at, on or under the Premises (arising after the Commencement Date) or the operations Property, if and to the extent brought to the Premises or the Property in illegal or unlawful quantities or caused by Tenant or any party within Tenant’s control; and (iv) any violation or alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law. The obligations of Tenant in the Premisestwo prior sentences are referred to collectively as “Tenant’s Indemnified Matters.” In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel selected by Tenant or mutually agreed to by Landlord and Tenant. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but except in connection with third party tort claims, not indirect, special, consequential, or punitive), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to will protect, indemnify, defend indemnify and save harmless LandlordLandlord for, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all foreseeable or unforeseeable liabilityexpenses (including, expensewithout limitation, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, from any third party suits, claims fees and expenses) imposed upon or demands, on account incurred by or asserted against Landlord by reason of the occurrence or existence of any matter of the following during the Lease Term or thingthereafter (while Tenant is in possession of the Premises): (a) any accident, action injury to or failure death of persons or loss of or damage to act arising out property occurring on or about the Premises or any common areas, or any part thereof or occurring on or about the adjoining sidewalks, curbs, loading docks, stairs, vaults and vault space, if any, streets or ways as a result of or in connection with Tenant’s use or occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protestoccupancy, (c) all Environmental Activities on use, nonuse or condition of the Site or any portion part thereof resulting from the use or occupancy of the Premises by Tenant, Hazardous Materials Claims caused by its sublessees, their agents or contractors or invitees, (c) any failure on the part of Tenant to perform or violations by Tenant of a Hazardous Materials Law comply with respect to any portion of the Premises (which occurred on terms of this Lease, or after the Commencement Date), and (d) upon performance of any labor or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease services or the related change in ownership inspection and audit (including furnishing of any overpayment to any Medicare, Medicaid materials or other third party payor). property, at the request of Tenant, its agents, employees or contractors. In case any action, suit or proceeding is brought against Landlord by reason of any such occurrence, Tenant, upon Landlord’s request, and at its Tenant’s expense, shall contest, resist and defend any such claimaction, action suit or proceeding asserted or instituted against Landlord or cause the same to be resisted and defended by counsel designated by Tenant and reasonably approved by Landlord. The obligations of Tenant under this Paragraph shall survive any Landlord Indemnified Parties with counsel acceptable termination of this Lease. The furnishing of insurance required hereunder shall not be deemed to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at limit Tenant’s sole costobligations under this Paragraph.

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises and caused by any or all of Tenant and Tenant Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding initiated by or against Tenant under the Bankruptcy Code; (f) the creation or existence of any Hazardous Materials in, at, on or under the Premises, if and to the extent brought to the Premises or caused by Tenant or any party within Tenant’s occupancy of the Facility in accordance with this Lease, the Premises control; and (arising after the Commencement Dateg) any violation or the operations alleged violation by any or all of Tenant on and Tenant Parties of any portion Law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Except for the Landlord's negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord's members and xxxxx xxspective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy any or all of: (a) the conduct or management of the Facility Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant Parties in accordance with or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises and caused by any or all of Tenant and Tenant Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding orother proceeding under the Bankruptcy Code; (f) the creation or existence of any Hazardous Materials in, at, on or under the Premises, if and to the extent brought to the Premises or caused by Tenant or any party within Tenant's control; and (arising after the Commencement Dateg) any violation by any or the operations all of Tenant on and Tenant Parties ofany Law (collectively, "Tenant's Indemnified Matters"). In case any portion action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below),shall resist and defend such action or proceeding by counsel selected by Tenant and reasonably sxxxxxxctory to Landlord.The term "Losses" shall mean all claims, demands, expenses, actions, judgmen ts, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys' and consultants' reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity.The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Subject to the waiver of subrogation contained in Section 18 of this Lease, Tenant hereby agrees to protect, indemnify, defend defend, and save hold harmless LandlordLandlord against and from all Claims arising from, its membersor which seek to impose, managers, Affiliates, directors, officers, shareholders, agents and employees liability under or because of (the “Landlord Indemnified Parties”i) from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of, use of or presence upon the Facility Building (or any portions thereof), (ii) the conduct of Txxxxx’s business in accordance with the Premises, (iii) any activity, work, or things done, permitted, or suffered by Tenant in or about the Premises, (iv) any default in the performance of any obligation to be performed by Tenant under this Lease, the Premises and/or (arising after the Commencement Datev) any negligence, recklessness, or the operations willful misconduct of Tenant on any portion of the Premises, including, without limitation, (a) the breach by Tenant of or any of its representationsTenant’s employees, warrantiesagents, covenants or other obligations hereunder, (b) contractors. If any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted is brought against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose by reason of any suitsuch Claims, Tenant, upon reasonable prior notice from Landlord, shall defend Landlord from such action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costcost by legal counsel reasonably satisfactory to Landlord. Except to the extent caused solely by the grossly negligent acts or willful misconduct of Landlord, its employees, contractors, or agents, Tenant assumes all risk of, Tenant waives all claims against Landlord in respect of, and Landlord will not be liable for any of the matters set forth above in this Section or any of the following: injury to Tenant’s business, loss of income from such business, or damage or injury to the goods, wares, merchandise, or other property or the person of Tenant, Tenant’s employees, agents, or contractors, or any other persons in, upon, or about the Premises, whether such damage, loss, or injury is caused by or results from criminal acts, fire, steam, electricity, gas, water, rain, the breakage, leakage, obstruction, or other defects of pipes, sprinklers, wires, appliances, plumbing, air-conditioning, or lighting fixtures, or any other cause, conditions arising upon the Premises, or other sources or places, and regardless of whether the cause of such damage, loss, or injury or the means of repairing such damage, loss, or injury is inaccessible to Tenant.

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s gross negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) any or the operations of Tenant on any portion of the Premises, including, without limitation, all of: (a) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises and caused by any or all of Tenant and Tenant Parties; (d) any breach by Tenant of any or all of its representations, warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other obligations hereunderproceeding under the Bankruptcy Code; (f) the creation or existence of any Hazardous Materials in, (b) any Protestat, (c) all Environmental Activities on any portion of or under the Premises, if and to the extent brought to the Premises by Tenant, Hazardous Materials Claims or caused by Tenant or violations any party within Tenant’s control; and (g) any violation or alleged violation by any or all of Tenant and Tenant Parties of a Hazardous Materials any Law with respect to (collectively, “Tenant’s Indemnified Matters”). In case any portion action or proceeding is brought against any or all of Landlord and the Premises Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (which occurred on or after the Commencement Datedefined below), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with by counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.reasonably

Tenant Indemnification. Tenant agrees to shall indemnify, protect, indemnify, defend and save hold Landlord harmless Landlordfor, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) from and against any against, and shall be responsible for, all foreseeable or unforeseeable liabilityclaims, expensedamages, losslosses, costcosts, deficiencyliens, fineencumbrances, penalty or damage (including consequential or punitive damages) of any kind or natureliabilities and expenses, including reasonable attorneys’ fees', accountants' and investigators' fees and court costs (collectively, the "Claims"), however caused, arising in whole or in part from Tenant's use of all or any part of the Leased Premises, the Building and/or the Property, or the conduct of Tenant's business or from any third party suitsactivity, claims work or demandsthing done, on account of any matter permitted or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused suffered by Tenant or violations by any invitee, servant, agent, contractor, employee or subtenant of Tenant of a Hazardous Materials Law with respect to any portion of in the Premises (which occurred on or after Leased Premises, the Commencement Date)Building and/or the Property, and (d) upon or following the Termination Dateshall further indemnify, the correction of protect, defend and hold Landlord harmless for, from and against, and shall be responsible for, all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or claims arising out in whole or in connection with part from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease or arising in whole or in part from any act, neglect, fault or omission by Tenant or by any invitee, servant, agent, contractor, employee or subtenant of Tenant anywhere in the related change in ownership inspection and audit (including Leased Premises, the Building and/or the Property. In case any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted is brought against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord which this indemnification shall be applicable, Tenant shall pay all Claims resulting therefrom and shall not, under any circumstances, compromise or otherwise dispose of any suit, defend such action or proceeding without obtaining Landlord’s written consent. Landlordproceeding, if Landlord shall so request, at its election and Tenant's sole cost and expense, by counsel reasonably satisfactory to Landlord. The obligations of Tenant under this Article shall have survive the rightexpiration or earlier termination of this Lease. Notwithstanding the foregoing, but Tenant shall not be obligated to indemnify Landlord with respect to Claims that arise solely from the obligation, to participate in the defense negligence or intentional act of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunderLandlord's employees, Landlord may resist and defend any such claims contractors or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costofficers.

Tenant Indemnification. Tenant agrees to protect, indemnify, defend indemnify and save harmless hold Landlord, its membersany Security Holders, managersLandlord’s agents, Affiliatesthe shareholders, directorsconstituent partners and other direct or indirect owners of Landlord or any agent of Landlord, and all officers, shareholders, agents directors and employees of any thereof (the collectively, “Landlord Indemnified PartiesIndemnitees”) ), and each of them, harmless from and to protect and defend each Landlord Indemnitee against any and all foreseeable obligations, losses, claims, actions (including remedial or unforeseeable liabilityenforcement actions of any kind and administrative or judicial proceedings, expensesuits, lossorders or judgments), costcauses of action, deficiencyliabilities, finepenalties, penalty or damage damages (including consequential or and punitive damages) of any kind or nature), costs and expenses (including reasonable attorneys’ feesand consultants’ fees and expenses) (collectively, “Claims”) to the extent arising from any third party suitsof the following: (a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, claims through or demandsunder Tenant, if the same would be in contravention of any of Tenant’s obligations set forth in this Lease; or (b) any injury or death of any person or damage to or destruction of property occurring in or on the Premises, or (c) any injury or death of any person or damage to or destruction of property occurring in, on account of or about any matter Common Areas, or thingelsewhere in or on the Project, action when such injury, death or failure to act arising out of damage is caused in whole or in connection with part by the negligence or willful misconduct of Tenant or any person claiming by, through or under Tenant, or the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in or on the Project by reason of Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after each, a “Tenant Party” and, collectively, “Tenant Parties”); provided, however, that the Commencement Dateforegoing shall not apply to the extent (i) the Claims arise from the negligence of Landlord or any other Landlord Indemnitee and are not covered by the operations insurance required to be carried by Tenant hereunder, or arise from the gross negligence, willful misconduct or criminal activity of any Landlord Indemnitee, (ii) such obligations are prohibited by Applicable Laws, or (iii) Landlord is required to indemnify Tenant on against such Claims under Paragraph 7.3(e) above. If any portion action or proceeding is brought against any of the Premises, including, without limitation, (a) the breach Landlord Indemnitees by Tenant reason of any of its representationssuch claim or liability, warrantiesTenant, upon notice from Landlord, covenants to resist and defend at Tenant’s sole expense such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant’s obligations under this Paragraph 13 shall not be construed as in any way restricting, limiting, or modifying Tenant’s insurance or other obligations hereunderunder this Lease. Further, (b) Tenant’s compliance with the insurance requirements and other obligations of this Lease shall not in any Protestway restrict, (c) all Environmental Activities on any portion limit or modify Tenant’s obligations under this Paragraph 13. The provisions of this Paragraph 13 shall survive the Premises by Tenant, Hazardous Materials Claims caused by Tenant expiration or violations by Tenant earlier termination of a Hazardous Materials Law this Lease with respect to any portion of the Premises (which occurred on claims or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of occurring or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment prior to any Medicaresuch termination, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable subject to Landlord and shall not, under any circumstances, compromise or otherwise dispose applicable statutes of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costlimitations.

Tenant Indemnification. Tenant agrees to protectshall defend, indemnify, defend indemnify and save harmless ---------------------- hold Landlord, Landlord's beneficiary, Landlord's managing agent, and all Superior Lessors and Superior Mortgagees and its members, managers, Affiliatesand their respective partners, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, claims arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy (a) the management of the Facility Premises or the conduct of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in accordance with or about the Premises during the term of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have given access to the Premises; (b) any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officer, agents, employees or contractors; (c) any accident, injury or damage whatsoever (unless caused by Landlord's gross negligence) occurring in, at or upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; together with all costs, the Premises expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the breach all reasonable fees and costs of attorneys of Landlord's choice). In case any action or proceeding is brought against Landlord and/or its beneficiaries, and/or any Superior Lessor or Superior Mortgagee and/or its beneficiaries, and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, agents and/or employees by Tenant reason of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor)such claim. Tenant, at its expenseupon notice from Landlord, Landlord's beneficiary, Landlord's managing agent, or such Superior Lessor, Superior Lessee or Superior Mortgagee, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against (by counsel selected by Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall notsuch Superior Lessor, under any circumstances, compromise Superior Lessee or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costSuperior Mortgagee).

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, including Landlord, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of the Premises or any business therein by any or all of Tenant and Tenant’s occupancy Parties, or any work or Alterations done by any or all of Tenant and Tenant’s Parties, or any condition created by any or all of Tenant and Tenant Parties in or about the Facility in accordance with Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises and to the extent caused by any or all of Tenant and Tenant Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (f) the creation or existence of any Hazardous Materials in, at, on or under the Premises, if and to the extent brought to the Premises or caused by Tenant, any Tenant Parties or any party within Tenant’s control; and (arising after the Commencement Dateg) any violation or the operations alleged violation by any or all of Tenant on and Tenant Parties of any portion Law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor)Lease. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost17.3.

Tenant Indemnification. Tenant agrees to protect, indemnify, defend that it will indemnify and hold and save harmless Landlord, its membersbeneficiary, managers, Affiliates, directors, officers, shareholders, the partners of such beneficiary and their respective agents and employees (the “Landlord Indemnified Parties”) from employees, whole and harmless of, from, and against (a) all fines, suits, losses, costs, liabilities, claims, demands, actions, and judgments of every kind and character by reason of any breach, violation, or nonperformance of any term. provision, covenant, agreements or condition on the part of Tenant under this lease and (b) all foreseeable claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments suffered by, recovered from, or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty asserted against Landlord or any of such indemnitees on account of injury to person or damage (including consequential to the property of parties other than Landlord or punitive damages) Tenant occurring in or about the Building, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, by the negligence or willful misconduct of Tenant or any of its duly authorized agents or employees, or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its duly authorized agents or employees of any kind law, ordinance, or naturegovernmental order of any kind, or (except to the extent due to any defect in the Building not caused by Tenant, its duly authorized agents or employees) when any such injury or damage may in any other way arise from or out of the negligence or willful misconduct of Tenant or any of its duly authorized agents or employees in connection with occupancy or use by Tenant, its duly authorized agents or employees, of the Premises. Such indemnification of Landlord by Tenant shall be effective only to the extent that Landlord's indemnification of Tenant pursuant to Paragraph 11.4 is not effective. Tenant covenants and agrees that in case Landlord or any of such indemnitees shall be made a party to any litigation commenced by or against Tenant with respect to which Tenant has agreed to indemnify Landlord and such other indemnitees hereunder, or relating to this Lease or to the Premises, then Tenant shall and will pay all reasonable costs and expense, including reasonable attorneys’ fees' fees and court costs, from any third party suits, claims incurred by Landlord or demands, on account such indemnities by virtue of any matter or thingsuch litigation, action or failure to act arising out the extent contemplated by such indemnification, and the amount of or in connection with Tenant’s occupancy of the Facility in accordance with this Leaseall such costs and expenses, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premisesincluding reasonable attorneys' fees and court costs, including, without limitation, (a) the breach shall be a demand obligation owing by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its membersAgent and their respective affiliates, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable Losses (defined below) actually suffered or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty incurred by Landlord or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, Landlord Indemnified Parties arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) any or the operations of Tenant on any portion of the Premises, including, without limitation, all of: (a) any act, omission or negligence of any or all of Tenant and Tenant Parties (as defined in Section 9.2); (b) any accident, injury or damage whatsoever (unless caused by Landlord’s negligence) occurring on the Property or within the Premises or Common Areas and caused by any or all of Tenant and Tenant Parties; (c) any breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, warranties and representations under this Lease; (bd) any Protestviolation or alleged violation by any or all of Tenant and Tenant Parties of any Law including, without limitation, any Environmental Law; (ce) any breach of the provisions of Section 9 by any or all Environmental Activities on of Tenant and Tenant’s Parties; (f) claims for work or labor performed or materials supplies furnished to or at the request of any or all of Tenant and Tenant Parties; (g) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of the acts or arising out omissions of any or all of Tenant and Tenant Parties; and (h) the violation of any Environmental Law or any permit, application or consent required in connection with this Lease any Environmental Law by any or all of Tenant and Tenant Parties with respect to the related change in ownership inspection Premises during the Term, excluding, however, any violation of any Environmental Law resulting directly from the acts or omissions of Landlord and audit Landlord Indemnified Parties (including any overpayment to any Medicarecollectively, Medicaid or other third party payor“Tenant Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant Indemnified Matters, Tenant, at its expenseupon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with by counsel acceptable reasonably satisfactory to Landlord and Landlord. The term “Losses” shall notmean all claims, under any circumstancesdemands, compromise or otherwise dispose of any suitexpenses, action or proceeding without obtaining Landlord’s written consent. Landlordactions, at its election and sole cost and expensejudgments, shall have the rightdamages (actual, but not the obligationconsequential), to participate penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord’s interest in the defense Premises or the Property, damages for the loss or restriction on use of any claim for which Landlord space or amenity within the Premises or the Property, damages arising from any Landlord Indemnified Parties adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are indemnified hereunderin any way related to any matter covered by the foregoing indemnity. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims The provision of this Section 17.2.1 shall survive the expiration or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costthis Lease.

Tenant Indemnification. Except for the Landlord's gross negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”collectively, "LANDLORD INDEMNIFIED PARTIES") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy any or all of: (a) the ownership of the Facility Premises by Landlord; (b) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant's Parties in accordance with or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premises; (c) any act, omission or negligence of any or all of Tenant and Tenant's Parties; (d) any accident, injury or damage whatsoever occurring in, at or upon the Premises and caused by any or all of Tenant and Tenant's Parties; (e) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (f) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code relating to this Lease or Tenant; (g) the creation or existence of any Hazardous Materials in, at, on or under the Premises, if and to the extent brought to the Premises or caused by Tenant or any party within Tenant's control; and (arising after the Commencement Dateh) any violation or the operations alleged violation by any or all of Tenant on and Tenant's Parties of any portion Law (collectively, "TENANT'S INDEMNIFIED MATTERS"). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term "LOSSES" shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys' and consultants' reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this SECTION 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Except for the Landlord’s gross negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy Parties in or about the Premises during the Term or during the period of time, if any, prior to the Facility in accordance with Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any bodily injury or property damage occurring in, at or upon the Premises and caused by any or all of Tenant and Tenant’s Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (f) the creation or existence of any Hazardous Materials in, at, on or under the Premises (arising after the Commencement Date) or the operations Property, if and to the extent brought to the Premises or the Property or caused by Tenant or any party within Tenant’s control; and (g) any violation or alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. (a) The Tenant agrees to protect, shall indemnify, defend defend, and save hold harmless Landlord, the Landlord and its members, managers, Affiliates, directorsagents, officers, shareholders, agents Affiliates, directors and employees and its and their successors and assigns (the collectively, “Landlord Indemnified PartiesIndemnitees”) from and against any and all foreseeable Losses incurred by such Landlord Indemnitees to the extent arising or unforeseeable liabilityresulting directly or indirectly from or in connection with any of the following occurring from and after the Effective Date, expensein each case to the extent not constituting Retained Liabilities (as such term is defined in the Purchase Agreement): (i) any Release of Hazardous Substances at, losson, costunder or from the Leased Premises or any Access Area to the extent caused or contributed to by the Tenant, deficiencyits employees, fineagents, penalty contractors, subcontractors, invitees or damage visitors or any other persons or entities claiming under the Tenant, and to the extent such Release is not caused or contributed to by Landlord or a Landlord Indemnitee hereunder; (including consequential ii) any actual or punitive damages) alleged violation of any kind Environmental Law or naturecontractual obligation relating to any Environmental Law to the extent caused or contributed to by Tenant, its employees, agents, contractors, subcontractors, invitees or visitors or any other persons or entities claiming under the Tenant, including reasonable attorneys’ fees, from any third party suits, claims or demands, on account but not limited to the extent of any matter violation of Landlord’s NPDES permit by Tenant’s Wastewater or thingStormwater, action in each case to the extent such violation is not caused or failure contributed to act arising out by Landlord or a Landlord Indemnitee hereunder; (iii) the occupancy, use, improvement, alteration or maintenance of the Leased Premises or any Access Area by Tenant, its officers, employees, representatives, agents, contractors, subcontractors, or any other persons claiming under the Tenant; (iv) any activity, work or thing done, permitted or suffered by the Tenant on or about the Leased Premises or any Access Area in connection with Tenant’s occupancy Operations, and (v) any negligence or willful misconduct of the Facility in accordance with this LeaseTenant, its officers, employees, representatives, agents, contractors, subcontractors, invitees or visitors, or any other person claiming under the Tenant, on or about the Leased Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the PremisesAccess Area, including, without limitation, any and all liabilities and damages related to or connected with personal injury (a) the breach by Tenant including death of any person) or property damage; provided, that Tenant shall not be responsible for any Losses arising from the gross negligence or willful misconduct of its representations, warranties, covenants any Landlord Indemnitee. This indemnification provision shall survive the termination or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion expiration of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord and Landlord's affiliates ,owners, its members, managers, Affiliatespartners, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) any or the operations of Tenant on any portion of the Premises, including, without limitation, all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Xxxxxx's Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Xxxxxx's Parties; (c) any accident, injury or damage whatsoever (unless caused by Landlord's negligence) occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant's Parties; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (cg) any breach of the provisions of Section 9 by any or all Environmental Activities of Tenant and Tenant's parties; (h) claims for work or labor performed or materials supplies furnished to or at the request of any or all of Tenant and Xxxxxx's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of the acts or arising out omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with this Lease any Environmental Law by any or all of Tenant and Xxxxxx's Parties with respect to the related change in ownership inspection Premises during the Term, excluding however, any violation of any Environmental Law resulting directly from the acts or omissions of Landlord and audit Landlord's employees, agents and Page 24 contractors (including any overpayment to any Medicarecollectively, Medicaid or other third party payor"Tenant's Indemnified Matters"). In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, at its expenseupon notice from any or all of Landlord or any Superior Party (defined below), shall contest, resist and defend any such claim, action or proceeding asserted by counsel reasonably satisfactory to, or instituted against Landlord selected by, Landlord. The term "Losses" shall mean all claims, demands, expenses, actions, judg- ments, damages (actual but not consequential), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the Premises or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall notthe Property, under any circumstances, compromise damages for the loss or otherwise dispose restriction on use of any suitspace or amenity within the Premises or the Property, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate damages arising from any adverse impact on marketing space in the defense Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any claim for which Landlord person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.2.1 shall survive the expiration or any Landlord Indemnified Parties are indemnified hereundertermination of this Lease. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.17.2.2

Tenant Indemnification. Tenant agrees to protect, shall indemnify, defend and save hold harmless Landlord and Landlord, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) 's Agents from and against any and all foreseeable (i) Claims in connection with or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of any release, spill or discharge of Hazardous Materials due to, contributed to or caused by the activities of Tenant, Tenant's Agents, third parties who have trespassed on the Premises during the Lease Term or parties in contractual relationship with Tenant or any of them; and (ii) all Claims arising out of Tenant's failure to provide all information, make all submissions and take all steps required by any Authority, under any federal, state or local laws pertaining to or governing Hazardous Materials laws or any other environmental law. Tenant's obligations and liabilities under this paragraph shall survive the expiration or earlier termination of this Lease. Without limiting the foregoing, if the release, spill, leakage, or discharge of any Hazardous Materials on or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on Building or any portion of the Premisesadjacent property, including, without limitation, (a) the breach caused or permitted by Tenant of results in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion contamination of the Premises by Tenantor the Building or any adjacent property, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises or the Building or any adjacent property, to the condition existing prior to the time of such contamination, provided that Landlord's approval of such action shall first be obtained, which approval shall not unreasonably be withheld, delayed or conditioned so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Building. Notwithstanding the foregoing, the indemnification herein shall not apply to the initial introduction of Hazardous Materials Claims caused on or to the Premises by anyone other than the Tenant or violations by from and after the date that Tenant of a Hazardous Materials Law with respect to any portion is neither the "Tenant" hereunder nor in possession of the Premises (which occurred on or after the Commencement "Tenant Relinquishment Date"), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless Landlordholds Landlord and its affiliates, its members, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work, Tenant Improvements, or Alterations done, or any condition created (other than by Landlord) in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any act, omission or negligence of Tenant or Tenant's Parties; (c) any accident, injury or damage whatsoever (unless caused by Landlord's gross negligence or willful misconduct) occurring in, at or upon either or both the Property and the Premises; (d) any breach by Tenant of any of its representations, warranties, representations or covenants under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by Tenant of any Laws, including, without limitation, any Environmental Law; (cg) all Environmental Activities on any portion breach of the Premises by Tenant, Hazardous Materials Claims caused provisions of Article 9 by Tenant or violations by Tenant any of a Hazardous Materials Law with respect to Tenant's Parties; (h) any portion of generation, transport, storage, use, treatment, disposal or presence on, about or from the Premises or the Property of any Hazardous Materials; (which occurred i) claims for work or labor performed or materials supplies furnished to or at the request of Xxxxxx; and (j) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease (collectively, "Tenant's Indemnified Matters"). In case any action or after proceeding is brought against any or all of Landlord and the Commencement DateLandlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted by counsel reasonably satisfactory to Landlord. The term "Losses" shall mean all claims, demands, expenses, actions, judgments, damages (whether direct or instituted against Landlord indirect, known or any Landlord Indemnified Parties with counsel acceptable to Landlord unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and shall notnature (including, under any circumstanceswithout limitation, compromise property damage, diminution in value of Landlord's interest in the Premises or otherwise dispose the Property, damages for the loss or restriction on use of any suitspace or amenity within the Premises or the Property, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate damages arising from any adverse impact on marketing space in the defense Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any claim for which Landlord person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this SECTION 17.2.1 shall survive the expiration or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costthis Lease.

Tenant Indemnification. Except for the Landlord’s or Landlord Indemnified Parties’ (as defined below) negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct of Tenant’s occupancy business in either or both the Property and the Premises, or any work or Alterations done by Tenant or any Tenant Parties, or any condition created by any or all of Tenant and Tenant’s Parties in or about the Premises during the Term; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Facility in accordance with Property and the Premises and caused solely and directly by any or all of Tenant and Tenant’s Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease, ; (f) the existence of any Hazardous Materials in or on the Premises (arising after the Commencement Date) or the operations Property, if and to the extent brought to the Premises or the Property or caused by Tenant or any party within Tenant’s control; and (g) any violation or alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any holder of a mortgage or deed of trust encumbering the Property or Landlord pursuant to a ground lease encumbering the Property (a “Superior Party”), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Except to the extent of damage resulting from the breach by Landlord of its obligations hereunder or from the active gross negligence or willful misconduct of Landlord or any of the Landlord Parties, Tenant agrees to protect, indemnify, defend and save harmless Landlord, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord) and hold Landlord, the Landlord Parties and Landlord's lenders (collectively, the "Landlord Indemnitees") harmless and indemnify Landlord and shall notthe Landlord Indemnitees from and against all liabilities, under any circumstancesdamages, compromise demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys', fees, costs of court and expenses necessary in the prosecution or otherwise dispose defense of any suitlitigation including the enforcement of this provision) (collectively, action "Claims") to the extent arising from or proceeding without obtaining Landlord’s written consent. Landlordin any way related to, at its election directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises and sole cost and expenseCommon Areas, shall have (ii) the rightconduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant or Tenant's Representatives in the Premises or any activity, work or thing done by Tenant or Tenant's Representatives in the Common Areas, (iv) in any way connected with the Alterations or with the Tenant's Property in the Premises or the Common Areas, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives or third parties, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligation, to participate in obligations of Tenant herein shall survive the defense expiration or earlier termination of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.this Lease,

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord and Landlord's affiliates, its membersowners, managers, Affiliatespartners, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) any or the operations of Tenant on any portion of the Premises, including, without limitation, all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant's Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant's Parties; (c) any accident, injury or damage whatsoever (unless caused by Landlord's negligence) occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant's Parties; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (cg) any breach of the provisions of Section 9 by any or all Environmental Activities of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of the acts or arising out omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with this Lease any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the related change in ownership inspection Premises during the Term, excluding, however, any violation of any Environmental Law resulting directly from the acts or omissions of Landlord and audit Landlord's employees, agents and contractors (including any overpayment to any Medicarecollectively, Medicaid or other third party payor"Tenant's Indemnified Matters"). In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, at its expenseupon notice from any or all of Landlord or any Superior Party (defined below), shall contest, resist and defend any such claim, action or proceeding asserted by counsel reasonably satisfactory to, or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and selected by, Landlord. The term "Losses" shall notmean all claims, under any circumstancesdemands, compromise or otherwise dispose of any suitexpenses, action or proceeding without obtaining Landlord’s written consent. Landlordactions, at its election and sole cost and expensejudgments, shall have the rightdamages (actual, but not the obligationconsequential), to participate penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the defense Premises or the Property, damages for the loss or restriction on use of any claim for which Landlord space or amenity within the Premises or the Property, damages arising from any Landlord Indemnified Parties adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are indemnified hereunderin any way related to any matter covered by the foregoing indemnity. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims The provisions of this Section 17.2.1 shall survive the expiration or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.this Lease. 17.2.2

Tenant Indemnification. Except in the event of, and to the extent of, Lxxxxxxx’s gross negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Lxxxxxxx’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Facility in accordance with Property and the Premises and caused by any or all of Tenant and Txxxxx’s Parties; and (c) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease, the Premises (arising after the Commencement Date) or the operations . The obligations of Tenant on in the prior sentences are referred to collectively as “Tenant’s Indemnified Matters.” In case any portion action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but except in connection with third party tort claims, not indirect, special, consequential, or punitive), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its membersAgent and their respective affiliates, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) any or the operations of Tenant on any portion of the Premises, including, without limitation, all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premises; (b) any negligent act or omission of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant’s Parties; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding involving Tenant under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by any or all of Tenant and Tenant’s Parties of any Law including, without limitation, any Environmental Law; (cg) any breach of the provisions of Section 9 by any or all Environmental Activities of Tenant and Tenant’s Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant’s Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of the acts or arising out omissions of any or all of Tenant and Tenant’s Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with this Lease any Environmental Law by any or all of Tenant and Tenant’s Parties with respect to the Premises during the Term (collectively, “Tenant’s Indemnified Matters”). This indemnity is intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault, even when Landlord or the related change in ownership inspection and audit (including any overpayment to any MedicareLandlord Indemnified Parties are jointly, Medicaid comparatively, contributively, or other third party payor). concurrently negligent with Tenant, at its expense, shall contest, resist and defend even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liability of Landlord or the Landlord Indemnified Parties; however, such indemnity shall not apply to the sole gross negligence or willful misconduct of Landlord and the Landlord Indemnified Parties, In case any action or proceeding asserted is brought against any or instituted against all of Landlord or any and the Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose by reason of any suitof Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature incurred by Landlord or Tenant, as applicable, (including, without obtaining limitation, property damage, diminution in value of Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate interest in the defense Premises or the Property, damages for the loss or restriction on use of any claim for which Landlord space or amenity within the Premises or the Property, damages arising from any Landlord Indemnified Parties adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are indemnified hereunderin any way related to any matter covered by the foregoing indemnity. If Tenant does not act promptly The provisions of Section 17.2.1 and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims Section 17.2.2 shall survive the expiration or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costthis Lease.

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s gross negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Facility Property and the Premises and caused by any or all of Tenant and Tenant’s Parties. Tenant also indemnifies, defends, and holds the Landlord Indemnified Parties harmless from and against any and all Losses arising from or in accordance connection with any or all of: (i) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (ii) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (iii) the creation or existence of any Hazardous Materials in, at, on or under the Premises (arising after the Commencement Date) or the operations Property, if and to the extent brought to the Premises or the Property or caused by Tenant or any party within Tenant’s control; and (iv) any violation or alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law. The obligations of Tenant in the Premisestwo prior sentences are referred to collectively as “Tenant’s Indemnified Matters.” In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but except in connection with third party tort claims, not indirect, special, consequential, or punitive), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 18.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save holds Landlord and all Landlord Affiliates harmless Landlord, its members, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) from and against any and all foreseeable or unforeseeable liabilityclaims, expensejudgments, lossliens, costcauses of action, deficiencyliabilities, finedamages, penalty or damage costs, losses and expenses (including consequential or punitive damagesincluding, but not limited to reasonable legal, engineering and consulting fees of engineers, attorneys and consultants selected by Landlord) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created (other than by Landlord) in or about the Premises during either or both of the Term and the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises, including any and all mechanics and other liens and encumbrances; (b) any act, omission or negligence of Tenant or any of its subtenants or licensees or their partners, directors, officers, agents, employees, invitees or contractors; (c) any accident, injury or damage whatsoever (unless caused by Landlord's negligence) occurring in, at or upon the Premises; (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; (e) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; and (f) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, (b) proceeding under the Bankruptcy Code. In case any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted is brought against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose Affiliate by reason of any suitsuch claim, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party, shall resist and defend such action or proceeding without obtaining Landlord’s written consentby counsel reasonably satisfactory to, or selected by, Landlord or such Superior Lessor or Superior Mortgagee. Landlord, at its election and sole cost and expense, Landlord agrees that under no circumstances shall have the right, but not the obligation, Tenant be liable to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunderthird party for any loss or, destruction of, damage to or storage of any property; including not limited to Landlord's Property. If With respect to matters for which Tenant does is liable under this Lease, Tenant shall not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend be responsible for consequential or indirect damages purportedly arising out of any such claims loss of use of the Premises or causes of action against any equipment or facilities therein by Landlord or any Landlord Indemnified Party at person claiming through Landlord. Tenant’s sole cost's obligations under this Section 16.2 shall survive the termination of this Lease for any reason.

Tenant Indemnification. Except for the Landlord’s gross negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Facility in accordance with Property and the Premises and caused by any or all of Tenant and Xxxxxx’s Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (I) the creation or existence of any Hazardous Materials in, at, on or under the Premises (arising after the Commencement Date) or the operations Property, if and to the extent brought to the Premises or the Property or caused by Tenant or any party within Tenant’s control; and (g) any violation or alleged violation by any or all of Tenant on and Xxxxxx’s Parties of any portion Law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, Suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s gross negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy Parties in or about the Premises, or the Property, during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Facility Property and the Premises and caused by any or all of Tenant and Tenant’s Parties. Tenant also indemnifies, defends, and holds the Landlord Indemnified Parties harmless from and against any and all Losses arising from or in accordance connection with any or all of: (i) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (ii) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (iii) the creation or existence, or release of any Hazardous Materials in, at, on or under the Premises (arising after the Commencement Date) or the operations Property, if and to the extent brought to the Premises or the Property or caused by Tenant or any Tenant’s parties; and (iv) any violation or alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law. The obligations of Tenant in the Premisestwo prior sentences are referred to collectively as “Tenant’s Indemnified Matters.” In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but except in connection with third party tort claims, or government claims, not indirect, special, consequential, or punitive), natural resource damages, penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of investigation, cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 18.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Subject to the provisions of Section 11.3, Tenant hereby agrees to protect, indemnify, defend defend, and save harmless Landlordhold Landlord and its affiliates, its owners, members, managers, Affiliatespartners, directors, officers, shareholders, agents and employees (collectively, the “Landlord Indemnified Parties”) harmless from and against any and all foreseeable “Losses” (as defined in this Section), regardless of whether or unforeseeable liabilitynot such Losses are caused in part by any Landlord Indemnified Parties, expenseto the extent the same arise from or are connected in any way with any or all of the following (collectively, loss“Tenant’s Indemnified Matters”): (a) the conduct or management by Tenant or Tenant’s officers, costdirectors, deficiencymembers, finepartners, penalty subtenants, invitees (while such invitee(s) is/are upon the Premises), agents, employees, contractors or representatives (“Tenant Parties”) upon the Premises or any business therein, or any work or Alterations done, or any condition created by Tenant or any Tenant Parties upon the Premises during the Term; (b) any act, omission or negligence of any or all of Tenant and Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises and caused wholly or in part by Tenant and/or Tenant Parties; (including consequential d) any violation or punitive damages) alleged violation by Tenant of any kind law, code, ordinance or nature, including reasonable attorneys’ fees, from other governmental regulation related to the Premises; (e) any third party suits, claims breach or demands, default on account the part of Tenant in the performance of any matter covenant or thingobligation contained in this Lease; (f) claims for work or labor performed for or materials supplied or furnished to Tenant and/or any Tenant Parties; and/or (g) the violation of any “Environmental Law” (as defined herein) or any permit, action application or failure to act arising out of or consent required in connection with any Environmental Law by any or all of Tenant and Tenant Parties with respect to the Premises during the Term or which occurred or is alleged to have occurred prior to the execution of this Lease; excluding, however, any violation of any Environmental Law to the extent resulting from the acts or omissions of Landlord or Landlord’s employees, agents, representatives or contractors. In case any action or proceeding is brought against any or all of Landlord and Landlord Indemnified Parties by reason of any of Tenant’s occupancy Indemnified Matters, Tenant, upon written notice from Landlord, shall defend such action or proceeding by counsel reasonably satisfactory to Landlord. For purposes of the Facility in accordance with this LeaseArticle, the Premises (arising after the Commencement Date) or the operations term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of Tenant on any portion of the Premisesevery kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing obligations. The provisions of this Section shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protect, shall indemnify, defend and save hold harmless Landlord and Landlord’s Agents from and against (i) Claims in connection with or arising out of any release, spill or discharge of Hazardous Materials due to, contributed to or caused by the activities of Tenant, Tenant’s Agents, or parties in contractual relationship with Tenant or any of them; and (ii) all Claims arising out of Tenant’s failure to provide all information, make all submissions and take all steps required by any Authority, under any federal, state or local laws pertaining to or governing Hazardous Materials laws or any other environmental law. Tenant’s obligations and liabilities under this paragraph shall survive the expiration or earlier termination of this Lease. Without limiting the foregoing, if the release, spill, leakage, or discharge of any Hazardous Materials on or in the Premises or the Building or any adjacent property, caused or permitted by Tenant results in any contamination of the Premises or the Building or any adjacent property, Tenant shall promptly take all actions at its memberssole expense as are necessary to return the Premises or the Building or any adjacent property, managersto the condition existing prior to the time of such contamination, Affiliatesprovided that Landlord’s approval of such action shall first be obtained, directorswhich approval shall not unreasonably be withheld, delayed or conditioned so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Building. Notwithstanding the foregoing, the indemnification herein shall not apply to the initial introduction of Hazardous Materials on or to the Premises by anyone other than the Tenant from and after the date that Tenant is neither the “Tenant” hereunder nor in possession of the Premises (“Tenant Relinquishment Date”); provided, however, that the Tenant shall bear the burden of proof that the initial introduction of such Hazardous Materials (i) occurred subsequent to the Tenant Relinquishment Date, (ii) did not occur as a result of any act or inaction of the Tenant, and (iii) did not occur as a result of a continuing migration or release of any Hazardous Materials initially introduced, stored, or manufactured on the Premises prior to the Tenant Relinquishment Date. Notwithstanding anything contained herein, neither Tenant nor any of Tenant’s employees, agents, officers, shareholderscontractors, agents directors and employees shareholders (the “Landlord Indemnified PartiesTenant Party”) from and against shall be liable or responsible for any and all foreseeable pre-existing Hazardous Materials in, on, under or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or nature, including reasonable attorneys’ fees, from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of about the Premises, includingthe Building, without limitationthe Project or any adjacent property, (a) prior to the breach by Tenant Lease Commencement Date, or any migration of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims in, on, under or about the Premises, the Building, the Project or any adjacent property, at any time, unless caused by Tenant or violations by a Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costParty.

Tenant Indemnification. Tenant agrees to protect, shall indemnify, defend and save hold harmless Landlord and any officer, director or member of Landlord, its membersand their respective affiliates, managersemployees and agents (collectively, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) at all times from and against any and all foreseeable claims, actions, losses, injuries, damages, costs and expenses incurred by or unforeseeable liabilityasserted against any of the Landlord Indemnified Parties now or hereafter caused in whole or in part by or resulting or arising from (a) any act done or omission by or through Tenant or any of its subtenants or any of its or their respective contractors, expensesubcontractors, licensees or invitees, or any agents or employees of any of the foregoing, (b) the use, non-use, occupancy or possession of, or conduct of business at or upon, the Property by Tenant or any of its subtenants, of its or their respective contractors, subcontractors, licensees or invitees, or any agents or employees of any of the foregoing, (c) any failure by Tenant to perform or observe any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or observed, or (d) any claims by any subtenants of Tenant or any of its or their respective contractors, subcontractors, licensees or invitees, or any agents or employees of any of the foregoing regarding matters as to which Landlord is not to have liability pursuant to the terms of this Lease. If any action or proceeding is brought against any of the Landlord Indemnified Parties, or if any claim is made against any of the Landlord Indemnified Parties alleging any of the matters referred to in this subsection, Tenant agrees at its sole cost and expense to pay, discharge and defend the Landlord Indemnified Parties against any and all such claims, actions and proceedings, and to reimburse and exonerate the Landlord Indemnified Parties for any loss, cost, deficiency, fine, penalty cost or damage (including consequential or punitive damages) of any kind or natureexpense in connection therewith, including reasonable attorneys’ feesfees and costs, from any third party suitscosts of court, claims or demandsreasonable expert witness fees and costs, on account other fees and costs incurred in the defense of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises such claim for which indemnity is given by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to and any portion sums which any of the Premises (which occurred on Landlord Indemnified Parties may pay in compromise or after the Commencement Date), and (d) upon or following the Termination Date, the correction settlement of all deficiencies or any part of a physical matter identified by and any liability assessed such claims, actions or asserted by, any governmental agency or Medicare or Medicaid providers as a result proceedings. In the event of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any proceeding, the Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not right to select the obligation, attorneys to participate represent them in such matter and the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at cost thereof shall be borne by Tenant’s sole cost.

Tenant Indemnification. Subject to the provisions of Section 10.3 hereof with respect to waiver of subrogation, and excluding losses for which Tenant agrees is indemnified by Landlord pursuant to protectSection 17.2.2, indemnifyTenant hereby indemnifies, defend defends, and save harmless holds Landlord, its membersAgent and their respective affiliates, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever (unless caused by Landlord’s negligence) occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant’s Parties; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by any or all of Tenant and Tenant’s Parties of any law including, without limitation, any Environmental law; (cg) any breach of the provisions of Section 9 by any or all Environmental Activities of Tenant and Tenant’s Parties; (h) claims for work or labor performed or materials and supplies furnished to or at the request of Tenant; and (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of the acts or arising out omissions of any or all of Tenant and Tenant’s Parties; or (k) the violation of any Environmental law or any permit, application or consent required in connection with this Lease any Environmental law by any or all of Tenant and Tenant’s Parties with respect to the related change in ownership inspection Premises during the Term, excluding, however, any violation of any Environmental law resulting from the acts or omissions of Landlord and audit Landlord’s employees, agents and contractors (including any overpayment to any Medicarecollectively, Medicaid or other third party payor“Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, at its expenseupon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall contest, resist and defend any such claim, action or proceeding asserted by counsel reasonably satisfactory to, or instituted against Landlord selected by, Landlord. The term “losses” shall mean [all claims, demands, expenses, actions, judgments, damages (whether direct or any Landlord Indemnified Parties with counsel acceptable to Landlord indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and shall notnature (including, under any circumstanceswithout limitation, compromise property damage, diminution in value of Landlord’s interest in the Premises or otherwise dispose the Property, damages for the loss or restriction on use of any suitspace or amenity within the Premises or the Property, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate damages arising from any adverse impact on marketing space in the defense Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any claim for which Landlord person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity.] The provisions of this Section 17.2.1 shall survive the expiration or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costthis Lease.

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s gross negligence, sole negligence or willful misconduct, Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s occupancy Parties in or about the Premises, or the Property, during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Facility Property and the Premises and caused by any or all of Tenant and Tenant’s Parties. Tenant also indemnifies, defends, and holds the Landlord Indemnified Parties harmless from and against any and all Losses arising from or in accordance connection with any or all of: (i) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (ii) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (iii) the creation or existence, or release of any Hazardous Materials in, at, on or under the Premises (arising after the Commencement Date) or the operations Property, if and to the extent brought to the Premises or the Property or caused by Tenant or any Tenant’s parties; and (iv) any violation or alleged violation by any or all of Tenant on and Tenant’s Parties of any portion Law. The obligations of Tenant in the Premisestwo prior sentences are referred to collectively as “Tenant’s Indemnified Matters.” In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but except in connection with third party tort claims, or government claims, not indirect, special, consequential, or punitive), natural resource damages, penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of investigation, cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protect, shall indemnify, defend and save harmless by counsel reasonably acceptable to Landlord, its protect and hold Landlord, Xxxxxx Xxxxx, L.P. and their respective directors, shareholders, investment managers, partners, lenders, members, managers, Affiliatescontractors, directorsaffiliates, employees, trustees, principals, beneficiaries, officers, shareholdersmortgagees and agents (each a "Landlord Party" and collectively, agents and employees (the “"Landlord Indemnified Parties”") harmless from and against any and all foreseeable claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including consequential or punitive damages) of any kind or natureexpenses, including reasonable attorneys’ fees' and consultants' fees and court costs, from any third party suits, claims or demands, on account causes of any matter action, or thingjudgments (collectively, action "Losses"), directly or failure to act indirectly arising out of or in connection with Tenant’s related to: (a) the use or occupancy or manner of use or occupancy of the Facility Premises (including the Roof Top Area) by Tenant or any Tenant Party; or (b) any injury or death of any person or damage to or destruction of property occurring in accordance with this Lease, the Premises (arising after including the Commencement DateRoof Top Area), from any cause whatsoever; or (c) any injury or death of any person or damage to or destruction of property occurring in, on or about the operations Building or Project or in the vicinity of the Building or Project, including the Common Areas and Parking Facilities, to the extent such injury, death or damage is caused by the negligence or willful misconduct of Tenant on or any Tenant Parties; or (d) Tenant's use of the roof of the Building pursuant to Paragraph 38. The foregoing indemnity by Tenant shall not be applicable to claims to the extent arising from the gross negligence or willful misconduct of Landlord or any Landlord Party. Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of, or damage to any person or property or business loss in or about the Premises, Building or Project by or from any cause whatsoever (other than Landlord's gross negligence or willful misconduct) and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises, includingBuilding or Project, without limitationor caused by gas, (a) fire, oil or electricity in, on or about the breach by Tenant Premises, Building or Project, acts of God or of third parties, or any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion matter outside of the Premises by Tenant, Hazardous Materials Claims caused by Tenant reasonable control of Landlord. The provisions of this Paragraph shall survive the expiration or violations by Tenant earlier termination of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its membersAgent and their respective affiliates, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the conduct or management of either or both the Property and the leased premises or any business therein, or any work or Alterations done, or any condition created (other than by Landlord) in or about the leased premises during the term or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the leased premises, except to the extent of Landlord Indemnified Parties' negligence or willful misconduct; (b) any willful misconduct or intentional act or omission or negligence of Tenant or Tenant's Persons; (c) any accident, injury or damage whatsoever (unless caused by any of the Landlord Indemnified Parties' negligence or willful misconduct) occurring in, at or upon either or both of the Property and the leased premises, except to the extent of Landlord Indemnified Parties' negligence or willful misconduct; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by Tenant of any Law including, without limitation, any Environmental Law; (cg) all Environmental Activities on any portion breach of the Premises by Tenant, Hazardous Materials Claims caused provisions of Article 9 by Tenant or violations by Tenant any of a Tenant's Parties; (h) any Hazardous Materials Law with respect Use on, about or from the leased premises or the Property of any Hazardous Materials; (i) claims for work or labor performed or materials supplies furnished to or at the request of Tenant; and (j) claims arising from any harm to the leased premises arising out of or relating to any portion breach or default on the part of Tenant in the Premises performance of any covenant contained in this Lease (which occurred on collectively, "Tenant's Indemnified Matters"). In case any action or after the Commencement Dateproceeding is brought against any or all of Landlord and Landlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and (d) upon defend such action or following proceeding by counsel reasonably satisfactory to Landlord. Tenant shall control the Termination Datedefense of any such action or proceeding, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenantprovided that if Landlord chooses, at its expense, to retain its own counsel, Tenant and its counsel shall contestreasonably cooperate with Landlord and Landlord's counsel. The term "Losses" shall mean all claims, resist demands, expenses, actions, judgments, damages (whether direct or indirect, known or unknown, foreseen or unforeseen, provided that all such damages be actual, and defend not consequential or speculative), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the leased premises or the Property, damages for the loss or restriction on use of any such claimspace or amenity within the leased premises or the Property, action damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or proceeding asserted death to or instituted against Landlord of any person), suits, administrative proceedings, costs and fees, including, without limitation, reasonable attorneys' and consultants' fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Article 35.1 shall survive the expiration or any Landlord Indemnified Parties with counsel acceptable termination of this Lease. Notwithstanding anything to the contrary set forth in this Lease, however, in all events and under all circumstances, the liability of Tenant to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, be limited to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole cost$50,000,000.00.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its membersAgent and their respective affiliates, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy any or all of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created in any such case by any or all of Tenant and Tenant's Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant's Parties; (c) any accident, injury or damage whatsoever (unless caused by Landlord's negligence, subject however to any applicable doctrine of comparative or contributory negligence) occurring in, at or upon the Premises caused by any or all of Tenant and Tenant's Parties; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (cg) any breach of the provisions of Section 9 by any or all Environmental Activities of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials supplies furnished to, or at the request of, any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or, recycled in, at, near or under all or any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of the acts or arising out omissions of any or all of Tenant and Tenant's Parties other than in accordance with this Lease; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with this Lease any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the related change in ownership inspection Premises during the Term, excluding, however, any violation of Environmental Law resulting directly from the acts or omissions of any or all of Landlord and audit Landlord's employees, agents and contractors (including any overpayment to any Medicarecollectively, Medicaid or other third party payor"Tenant's Indemnified Matters"). In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, at its expenseupon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with by counsel acceptable to Landlord and reasonably satisfactory to, Landlord. The term "Losses" shall notmean all claims, under any circumstancesdemands, compromise or otherwise dispose of any suitexpenses, action or proceeding without obtaining Landlord’s written consent. Landlordactions, at its election and sole cost and expensejudgments, shall have the rightdamages (actual, but not the obligationconsequential), to participate penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the defense Premises, damages for the loss or restriction on use of any claim for which Landlord space or amenity within the Premises, damages arising from any Landlord Indemnified Parties adverse impact on marketing space in the Premises, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are indemnified hereunderin any way related to any matter covered by the foregoing indemnity. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims The provisions of this Section 17.2.1 shall survive the expiration or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costthis Lease.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its membersAgent and their respective affiliates, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created (other than by Landlord) in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any act, omission or negligence of Tenant or Tenant's Persons; (c) any accident, injury or damage whatsoever (unless caused by Landlord's negligence) occurring in, at or upon either or both of the Property and the Premises; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by Tenant of any Law including, without limitation, any Environmental Law; (cg) all Environmental Activities on any portion breach of the Premises by Tenant, Hazardous Materials Claims caused provisions of Article 9 by Tenant or violations by Tenant any of a Tenant's Parties; (h) any Hazardous Materials Law with respect to any portion of Use on, about or from the Premises or the Property of any Hazardous Materials; (which occurred i) claims for work or labor performed or materials supplies furnished to or at the request of Tenant; and (j) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease (collectively, "Tenant's Indemnified Matters"). In case any action or after proceeding is brought against any or all of Landlord and the Commencement DateLandlord Indemnified Parties by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted by counsel reasonably satisfactory to, or instituted against Landlord selected by, Landlord. The term "Losses" shall mean all claims, demands, expenses, actions, judgments, damages (whether direct or any Landlord Indemnified Parties with counsel acceptable to Landlord indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and shall notnature (including, under any circumstanceswithout limitation, compromise property damage, diminution in value of Landlord's interest in the Premises or otherwise dispose the Property, damages for the loss or restriction on use of any suitspace or amenity within the Premises or the Property, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate damages arising from any adverse impact on marketing space in the defense Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any claim for which Landlord person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section shall survive the expiration or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costthis Lease.

Tenant Indemnification. Tenant agrees to protect, indemnify, defend and save harmless Landlord, its memberspartners, managers, Affiliatesofficers, directors, officersmembers, shareholdersemployees, agents agents, lenders, contractors and employees each of their respective successors and assigns (collectively, including Landlord, the “Landlord Indemnified Parties”) harmless from and against any and all foreseeable actual losses, liabilities, fines, penalties and damages to persons or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage property (including consequential or punitive damages) without limitation, amounts paid in settlement, reasonable cost of any kind or natureinvestigation, including reasonable attorneys’ fees, from fees and other legal expenses and reasonable fees of other necessary professionals) (collectively “Losses”) in any third party suits, claims or demands, on account of any matter or thing, action or failure to act manner directly arising out of or in connection with with: (a) Tenant’s possession, occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion and use of the Premises, including, without limitation, ; (ab) performance of any labor or services or the furnishing of any materials or other property in respect of space occupied by Tenant in the Building; (c) the breach by or default on the part of Tenant in the performance of any of its representations, warranties, covenants covenant or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), agreement contained in this Lease; and (d) upon any gross negligence or following the Termination Date, the correction willful act of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action employees or proceeding asserted or instituted against agents. Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose will promptly notify Tenant of any suitactions, action proceedings, claims, or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim demands for which Landlord or any requests indemnification from Tenant. Tenant has the right to assume the entire control of the defense thereof, and Landlord Indemnified Parties are indemnified hereunder. If will cooperate fully with Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any in such claims or causes of action against Landlord or any Landlord Indemnified Party defense at Tenant’s sole cost. Tenant’s obligations pursuant to this subparagraph shall survive the termination or expiration of the Lease. Except as set forth in Landlord’s indemnification obligations below, Landlord shall not be liable under any circumstances for any Losses to or interference with any merchandise, equipment, fixtures, furniture, furnishings or other personal property or the business operations of Tenant or anyone in the space occupied by Tenant in the Building occasioned by (1) the act or omission of persons occupying other premises, or (2) force majeure events.

Tenant Indemnification. Except as otherwise specifically set forth in this Lease, Tenant agrees to protect, shall indemnify, defend and save hold harmless Landlord and any partner in Landlord, its membersand their respective employees and agents (collectively, managers, Affiliates, directors, officers, shareholders, agents and employees (the “Landlord Indemnified Parties”) at all times from and against any and all foreseeable claims, actions, losses, injuries, damages, costs and expenses incurred by or unforeseeable liabilityasserted against any of the Landlord Indemnified Parties now or hereafter caused in whole or in part by or resulting or arising from (a) any act done or omission by or through Tenant or any of the Tenant Controlled Parties, expense(b) the use, occupancy or possession of, or conduct of business at or upon the Property by Tenant or any of the Tenant Controlled Parties, (c) any failure by Tenant to perform or observe any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or observed, or (d) any claims by any subtenants of Tenant or any of its or their respective contractors, subcontractors, licensees, or invitees, or any agents or employees of any of the foregoing regarding matters as to which Landlord is not to have liability pursuant to the terms of this Lease. If any action or proceeding is brought against any of the Landlord Indemnified Parties, or if any claim is made against any of the Landlord Indemnified Parties alleging any of the matters referred to in this subsection, Tenant agrees at its sole cost and expense to pay, discharge and defend the Landlord Indemnified Parties against any and all such claims, actions and proceedings by counsel of Tenant's choosing, subject to Landlord's consent not be unreasonably withheld, conditioned or delayed, and to reimburse and exonerate the Landlord Indemnified Parties upon demand for any loss, cost, deficiency, fine, penalty cost or damage (including consequential or punitive damages) of any kind or natureexpense in connection therewith, including reasonable attorneys’ fees' fees and costs, from any third party suitscosts of court, claims or demandsreasonable expert witness fees and costs, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) or the operations of Tenant on any portion of the Premises, including, without limitation, (a) the breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), fees and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate costs incurred in the defense of any such claim for which Landlord or indemnity is given by Tenant, and any sums which any of the Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims pay in compromise or causes settlement of action against Landlord all or any Landlord Indemnified Party at Tenant’s sole costpart of such claims, actions or proceedings.

Tenant Indemnification. Tenant agrees to protecthereby indemnifies, indemnifydefends, defend and save harmless holds Landlord, its membersand Landlord's affiliates, managersowners, Affiliatespartners, directors, officers, shareholders, agents and employees (the “collectively, "Landlord Indemnified Parties”") harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) of any kind or nature, including reasonable attorneys’ fees, arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with Tenant’s occupancy of the Facility in accordance with this Lease, the Premises (arising after the Commencement Date) any or the operations of Tenant on any portion of the Premises, including, without limitation, all of: (a) the conduct or management of the Leased Premises or any business therein, or any work or alterations done, or any condition now existing or hereafter created by actions or omissions of any or all of Tenant and Tenant's Parties in or about the Premises prior to, during or after the Demised Term; (b) any act, omission or negligence of any or all of Tenant and Tenant's Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises and caused by any or all of Tenant and Tenant's Parties; (d) any breach by Tenant of any of its representations, warranties, covenants warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding or other obligations hereunder, proceeding under the Bankruptcy Code; (bf) any Protestviolation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (cg) any breach of the provisions of Article Four by any or all Environmental Activities of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near, from or under all or any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises (which occurred on or after the Commencement Date), and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of the acts or arising out omissions of any or all of Tenant and Tenant's Parties prior to, during or after the Demised Term; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with this Lease any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the Premises prior to, during or after the Demised Term (collectively, "Tenant's Indemnified Matters"). This indemnity is intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault, even when Landlord or the related change in ownership inspection and audit (including any overpayment to any MedicareLandlord Indemnified Parties are jointly, Medicaid comparatively, contributively, or other third party payor). concurrently negligent with Tenant, at its expense, shall contest, resist and defend even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liability of Landlord or the Landlord Indemnified Parties; however, such indemnity shall not apply to the sole gross negligence or willful misconduct of Landlord and the Landlord Indemnified Parties. In case any action or proceeding asserted is brought against any or instituted against all of Landlord or any and the Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose by reason of any suitof Tenant's Indemnified Matters, Tenant, upon notice from any or all of Landlord, or any holder of a mortgage encumbering the Premises, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord. The term "Losses" shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without obtaining limitation, property damage, diminution in value of Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate 's interest in the defense Premises, damages for the loss or restriction on use of any claim for which Landlord space or amenity within the Premises, damages arising from any Landlord Indemnified Parties adverse impact on marketing space in the Premises, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are indemnified hereunderin any way related to any matter covered by the foregoing indemnity. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims The provisions of this Section 17.01 shall survive the expiration or causes termination of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costthis Lease.

Tenant Indemnification. Except in the event of, and to the extent of, Landlord’s negligence, sole negligence or willful misconduct and further subject to the provisions of Section 10.3 above, Tenant agrees to protect, indemnify, defend hereby indemnifies and save harmless holds Landlord, its Agent, Landlord’s members and their respective affiliates, owners, partners, members, managers, Affiliates, directors, officers, shareholders, agents and employees (the collectively, “Landlord Indemnified Parties”) harmless from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage Losses (including consequential or punitive damagesdefined below) actually suffered and incurred by Landlord (after considering the availability of any kind or nature, including reasonable attorneys’ fees, insurance) and arising from any third party suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with any or all of: (a) the conduct or management of the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant Parties in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises and caused by any or all of Tenant and Tenant Parties; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (f) the creation or existence of any Hazardous Materials in, at, on or under the Premises, if and to the extent brought to the Premises or caused by Tenant or any party within Tenant’s occupancy of the Facility in accordance with this Lease, the Premises control; and (arising after the Commencement Dateg) any violation or the operations alleged violation by any or all of Tenant on and Tenant Parties of any portion Law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Landlord and the PremisesLandlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel selected by Tenant, which will be reasonably satisfactory to Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential, indirect, or punitive), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, (a) attorneys’ and consultants’ reasonable fees and expenses, and the breach by Tenant costs of cleanup, remediation, removal and restoration, that are in any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all Environmental Activities on any portion of the Premises by Tenant, Hazardous Materials Claims caused by Tenant or violations by Tenant of a Hazardous Materials Law with respect way related to any portion matter covered by the foregoing indemnity. The provisions of this Section 18.2 shall survive the Premises (which occurred on expiration or after the Commencement Date), and (d) upon or following the Termination Date, the correction termination of all deficiencies of a physical matter identified by and any liability assessed or asserted by, any governmental agency or Medicare or Medicaid providers as a result of or arising out or in connection with this Lease or the related change in ownership inspection and audit (including any overpayment to any Medicare, Medicaid or other third party payor). Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties with counsel acceptable to Landlord and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s written consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim for which Landlord or any Landlord Indemnified Parties are indemnified hereunder. If Tenant does not act promptly and completely to satisfy its obligations hereunder, Landlord may resist and defend any such claims or causes of action against Landlord or any Landlord Indemnified Party at Tenant’s sole costLease.