Common use of Indemnified Persons Clause in Contracts

Indemnified Persons. Lessee shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, an "INDEMNIFIED PERSON") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of: (a) The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E and (ii) except for any general administrative expenses of Brazos; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&E; provided, however, that upon request of Lessee, Brazos will make available to Lessee Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&E; (c) Subject to SECTION 8.3, all U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&E, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E by Brazos or otherwise in connection with this Facilities Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses); (d) Any violation or alleged violation (other than an alleged violation alleged by Brazos) by Lessee of this Facilities Lease or of any contracts or agreements to which Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee under this Facilities Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any Facility, or the operations or business in respect of any Facility; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E to the extent such claim is not fully paid by title insurance.

Indemnified Persons. Lessee shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, an "INDEMNIFIED PERSON") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of: (a) The Except as provided in SECTION 7.5 with respect to claims under a Title Policy, the ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E and (ii) except for any general administrative expenses of Brazos; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&E; providedPROVIDED, howeverHOWEVER, that upon request of Lessee, Brazos will make available to Lessee Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&E; (c) Subject All taxes, assessments and charges that Lessee is obligated to pay pursuant to SECTION 8.3, all U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&E, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E by Brazos or otherwise in connection with this Facilities Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses)8.3 above; (d) Any violation or alleged violation (other than an alleged violation alleged by BrazosBrazos or the Assignee) by Lessee of this Facilities Lease or of any contracts or agreements to which Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee under this Facilities Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any Facility, or the operations or business in respect of any Facility, other than any Environmental Claim resulting from the gross negligence or willful misconduct of Brazos or the Assignee; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E to the extent such claim is not fully paid by title insurancea Title Policy as provided in section 7.5.

Indemnified Persons. Lessee shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, an "INDEMNIFIED PERSON") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of: (a) The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E Property leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E Property and (ii) except for any general administrative expenses of Brazos; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&EProperty; provided, however, that upon request of Lessee, Brazos will make available to Lessee Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&EProperty; (c) Subject to SECTION 8.3, all U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&EProperty, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E Property or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E Property (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E Property by Brazos or otherwise in connection with this Facilities Ground Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E Property or to this Facilities Ground Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E Property customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses); (d) Any violation or alleged violation (other than an alleged violation alleged by Brazos) by Lessee of this Facilities Ground Lease or of any contracts or agreements to which Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee under this Facilities Ground Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any FacilityProperty, or the operations or business in respect of any FacilityProperty; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E Property to the extent such claim is not fully paid by title insurance.

Indemnified Persons. Lessee Vari-Lite shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, and any Affiliate of each of themBrazos, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including without limitation, the general and limited partners of the sole shareholder of Brazos), employees, agents agents, attorneys and servants (each of the foregoing, foregoing an "INDEMNIFIED PERSON") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of: (a) The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee Vari-Lite of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E the Property leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E the Property and (ii) except for any general administrative expenses of Brazos; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of the Property or any Facility or FF&Eindemnification claim asserted against Brazos under the Contract of Sale; provided, however, that upon request of LesseeVari-Lite, Brazos will make available to Lessee Vari-Lite Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&Ethe Property; (c) Subject to SECTION 8.3, all All U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&EProperty, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E the Property or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E the Property (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, mortgage recording tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E the Property by Brazos or otherwise in connection with this Facilities Ground Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; , provided that this indemnity shall not apply to (i) taxes that Vari-Lite is not required to pay under SECTION 8.3 and (ii) net income taxes or capital gains taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because authority utilizing the Unitary Method of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses);Taxation. (d) Any violation or alleged violation (other than an alleged violation alleged by Brazos) by Lessee Vari-Lite of this Facilities Ground Lease or of any contracts or agreements to which Lessee Vari-Lite is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee Vari-Lite under this Facilities Ground Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any Facilitythe Property, or the operations or business in respect of any Facilitythe Property; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E the Property to the extent such claim is not fully paid by title insurance.

Indemnified Persons. Lessee Diamond Shamrock R & M shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, foregoing an "INDEMNIFIED PERSONIndemnified Person") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of: (a) The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee Diamond Shamrock R & M of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E and (ii) except for any general administrative expenses of Brazos; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&EFacility; provided, however, that upon request of LesseeDiamond Shamrock R & M, Brazos will make available to Lessee Diamond Shamrock R & M Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&EFacility; (c) Subject to SECTION 8.3, all All U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&EFacility, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E by Brazos or otherwise in connection with this Facilities Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses);or (d) Any violation or alleged violation (other than an alleged violation alleged by Brazos) by Lessee Diamond Shamrock R & M of this Facilities Lease or of any contracts or agreements to which Lessee Diamond Shamrock R & M is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee Diamond Shamrock R & M under this Facilities Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any Facility, or the operations or business in respect of any Facility; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E to the extent such claim is not fully paid by title insurance.

Indemnified Persons. Lessee Diamond Shamrock R & M shall indemnify and hold harmless Brazos, each general and limited partner of BrazosBraz▇▇, any ▇▇y Assignee, any successor or successors, and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, foregoing an "INDEMNIFIED PERSONIndemnified Person") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of:and (a) The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee Diam▇▇▇ ▇▇▇▇▇▇▇▇ ▇ & M of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E Property leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E Property and (ii) except for any general administrative expenses of Brazos; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&EProperty; provided, however, that upon request of LesseeDiamond Shamrock R & M, Brazos will Braz▇▇ ▇▇▇l make available to Lessee Diamond Shamrock R & M Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&EProperty; (c) Subject to SECTION 8.3, all All U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&EProperty, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E Property or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E Property (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, mortgage recording tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E Property by Brazos or otherwise in connection with this Facilities Ground Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; , provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authorityauthority utilizing the Unitary Method of Taxation, (ii) U.S. Federal net income, alternative minimum taxes, income or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses);the (d) Any violation or alleged violation (other than an alleged violation alleged by Brazos) by Lessee Diam▇▇▇ ▇▇▇▇▇▇▇▇ ▇ & M of this Facilities Ground Lease or of any contracts or agreements to which Lessee Diamond Shamrock R & M is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee Diamond Shamrock R & M under this Facilities Ground Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any FacilityProperty, or the operations or business in respect of any FacilityProperty; or (f) Any claim against BrazosBraz▇▇' title ▇▇tle or Assignee's interest in any Facility or FF&E Property to the extent such claim is not fully paid by title insurance.

Indemnified Persons. Lessee shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, an "INDEMNIFIED PERSON") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of: (a) The orderingExcept as provided in Section 7.5 with respect to claims under a Title Policy, delivery, the acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E Property leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E Property and (ii) except for any general administrative expenses of Brazos; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&EProperty; providedPROVIDED, howeverHOWEVER, that upon request of Lessee, Brazos will make available to Lessee Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&EProperty; (c) Subject All taxes, assessments and charges that Lessee is obligated to pay pursuant to SECTION 8.3, all U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&E, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E by Brazos or otherwise in connection with this Facilities Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses)8.3 above; (d) Any violation or alleged violation (other than an alleged violation alleged by BrazosBrazos or the Assignee) by Lessee of this Facilities Ground Lease or of any contracts or agreements to which Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee under this Facilities Ground Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any FacilityProperty, or the operations or business in respect of any FacilityProperty, other than any Environmental Claim resulting from the gross negligence or willful misconduct of Brazos or the Assignee; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E Property to the extent such claim is not fully paid by title insurancea Title Policy as provided in Section 7.5.

Indemnified Persons. Lessee shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, successors and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including including, without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, foregoing an "INDEMNIFIED PERSON") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature nature, except to the extent resulting from gross negligence or willful misconduct of such Indemnified Person, relating to or in any way arising out of: (a) The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E and (ii) except for any general administrative expenses of BrazosFF&E; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&E; provided, however, that upon request of Lessee, Brazos will make available to Lessee Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility or FF&E;; or (c) Subject to SECTION 8.3, all U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&E, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E by Brazos or otherwise in connection with this Facilities Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses); (d) Any violation or alleged violation (other than an alleged violation alleged by Brazos) by Lessee of this Facilities Lease Agreement or of any contracts or agreements to which Lessee is a party or by which it is bound bound, or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all any other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee under this Facilities Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any Facility, or the operations or business in respect of any Facility; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E to the extent such claim is not fully paid by title insuranceAgreement.

Indemnified Persons. Lessee shall indemnify and hold harmless Brazos, each general and limited partner of Brazos, any Assignee, any successor or successors, successors and any Affiliate of each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including including, without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the foregoing, foregoing an "INDEMNIFIED PERSONIndemnified Person") from and against all liabilities, taxes (except mortgage taxes), losses, obligations, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) or judgments of any nature nature, except to the extent resulting from gross negligence or willful misconduct of such Indemnified Person, relating to or in any way arising out of: (a) The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee of title and registration documents, ownership, use, non-use, misuse, lease, operation, transportation, repair, control or disposition of any Facility or FF&E leased or subleased or to be leased or subleased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Facility or FF&E and (ii) except for any general administrative expenses of BrazosProperty; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Facility or FF&EProperty; provided, however, that upon request of Lessee, Brazos will make available to Lessee Brazos' rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Facility Property; or FF&E;AGREEMENT FOR GROUND LEASE - Page 21 -------------------------- (c) Subject to SECTION 8.3, all U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature arising from or relating to ownership of the Facility or FF&E, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by Brazos or otherwise, with respect to any Facility or FF&E or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Facility or FF&E (including without limitation any claim by any governmental authority for transfer tax, transfer gains tax, filing or other similar taxes or fees in connection with the acquisition of any Facility or FF&E by Brazos or otherwise in connection with this Facilities Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by Brazos with respect thereto; provided that this indemnity shall not apply to (i) net income taxes imposed by any state or local taxing authority, (ii) U.S. Federal net income, alternative minimum taxes, or capital gains taxes or (iii) state and local net income or capital gains taxes which are imposed by a state or locality because of a relationship between Brazos and such state or locality unrelated to ownership of the Facility or FF&E or to this Facilities Lease; and provided further, that to the extent Lessee's obligations hereunder include indemnifying Brazos for net income taxes imposed by a state or local taxing authority, such obligations shall be limited to indemnifying Brazos for the inability, disallowance or other loss of deductions relating to ownership of the Facilities or FF&E customarily allowed in computing net income (e.g., interest expense, depreciation, financing, administrative and other fees and expenses); (d) Any violation or alleged violation (other than an alleged violation alleged by Brazos) by Lessee of this Facilities Lease Agreement or of any contracts or agreements to which Lessee is a party or by which it is bound bound, or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all any other Legal Requirements, including, without limitation, any Legal Requirements with respect to the environment or the regulation of hazardous materials or substances, or any breach of a representation or warranty by Lessee under this Facilities Lease; (e) Any Environmental Claim or requirement of Environmental Law concerning or relating to any Facility, or the operations or business in respect of any Facility; or (f) Any claim against Brazos' title or Assignee's interest in any Facility or FF&E to the extent such claim is not fully paid by title insuranceAgreement.