Assignor shall indemnify Assignee and MetLife HCMJV 1, LP, and their respective affiliates, partners and participants, and the officers, directors, agents, employees of each of them, and the successors and assigns of each of them against and hold it harmless from any and all liability, claims, loss or damage which it may incur under the Leases or under this Agreement; provided, however, that the foregoing indemnity shall not apply to any such liability, claim, loss or damage caused by Assignee’s gross negligence or willful misconduct.