Assignor Indemnity. Assignor agrees to indemnify and hold harmless Assignee from and against any and all loss, cost, damage, or expense (including court costs and reasonable attorneys’ fees) arising from or relating to the failure of Assignor to have fully performed all of its obligations as Tenant prior to the Effective Date, including, without limitation, all charges which may have become due pursuant to the provisions of the Lease, as rental or otherwise, prior to the Effective Date, as well as any remaining obligations regarding the Surrender Plan and the Closure Letter.

Assignor shall indemnify and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out any obligation or liability of landlord under the Lease relating to acts or omissions occurring prior to the date hereof during the period Assignor owned the Property.

Assignor hereby agrees to indemnify and hold Assignee harmless from and against any claims by any tenants for an offset against rents due by any tenant by reason of Assignor's failure to perform its obligations under the Leases prior to the date hereof.

Assignee shall indemnify and hold Assignor harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees) arising out of Assignee’s failure to perform any obligations or liability of the landlord under the Lease arising on or after the date upon which the Lease is assumed by Assignee hereunder.

Assignee hereby agrees to indemnify and hold Assignor harmless from and against any claims by any tenant by reason of Assignee's failure to perform its obligations under the Leases from and after the date hereof, including its obligations with reference to the Security Deposits assigned to Assignee.