Indemnification by Manager

Indemnification by Manager. Subject to Sections 12.3.3, 12.3.4 and 17.5.5, Manager shall defend, indemnify and hold harmless Owner and its Affiliates, and each of their respective shareholders, members, partners, trustees, beneficiaries, directors officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the "Owner Indemnified Parties") for, from and against any and all (a) Claims that any Owner Indemnified Party or Parties may incur, become responsible for or pay out to the extent caused by Manager's Gross Negligence or Willful Misconduct or as a result of an Event of Default by Manager (disregarding any applicable notice or cure periods for such purpose) or the use of any intellectual property rights owned, licensed or otherwise provided by Manager or its Affiliates (including, without limitation, the Service Mark Rights and the Proprietary Information and Systems) that infringes, misappropriates or otherwise violates or is alleged to infringe, misappropriate or otherwise violate the intellectual property rights of any third party, and (b) any uninsured loss incurred by Owner due to the commission by any Senior Executive Personnel or Corporate Personnel of any act of fraud, embezzlement, misappropriation or similar act of malfeasance with respect to the Managed Facilities.