Unsecured Indemnity Agreement

UNSECURED INDEMNITY AGREEMENT


THIS UNSECURED INDEMNITY AGREEMENT (the "Indemnity") is entered into as of the 14th day of November, 1997, by LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN CASINO RESORT, LLC, a Nevada limited liability Indemnitor ("VCR") and GRAND CANAL SHOPS MALL CONSTRUCTION, LLC, a Delaware limited liability, ("GCCLLC") as joint and several indemnitors (each of LVSI, VCR and GCCLLC, "an Indemnitor" and collectively, the "Indemnitors"), to and for the benefit of GMAC Commercial Mortgage Corporation (the "Lender") and, to the extent not otherwise referenced, the Indemnified Parties (as hereinafter defined).


W I T N E S S E T H:


A. Pursuant to that certain Credit Agreement, dated as of November 14, 1997, by and among the Indemnitors and Lender (the "Credit Agreement"), the Lender has agreed to provide Loans to Indemnitors, jointly and severally, in an aggregate amount and for purposes specified therein. Capitalized terms used herein, but not otherwise defined herein, shall have the meaning assigned to such terms in the Credit Agreement.


B. The Obligations are secured by, among other things, (i) the Deeds of Trust, (ii) the Leasehold Deed of Trust and (iii) such other deeds of trust that may be entered into by Indemnitors for the benefit of Lender, (together with the Deed of Trust and the Leasehold Deed of Trust, the "Deeds of Trust"), which Deeds of Trust encumber the real property described in Exhibit "A" attached hereto (the "Real Property"), and the improvements now or hereafter constructed thereon (which improvements, together with the Real Property, shall hereinafter be referred to as the "Property"). The Credit Agreement, the Deeds of Trust and all other documents executed in connection with the Obligations are collectively referred to as the "Loan Documents."


C. It is a condition of the Lender's entering into the Loan Documents that this Indemnity be executed and delivered by the Indemnitors, and the Lender is entering into the Loan Documents in reliance on this Indemnity.


D. The obligations of the Indemnitors hereunder are unsecured obligations of the Indemnitors.


NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt of which is hereby acknowledged, the Indemnitors covenant and agree to and for the benefit of the Lender as follows:


1. Definitions.


(a) "Claims" means any and all actual out-of-pocket costs incurred by an Indemnified Party (as defined below) (including, without limitation, reasonable attorneys' fees and expenses, which fees and expenses shall include, without limitation, fees and expenses of both outside and staff counsel), expenses, losses, damages, liabilities, fines, penalties, charges, injury to person, property, or natural resources, administrative and judicial proceedings and orders, injunctive relief, judgments, remedial action requirements and enforcement actions of any kind, arising directly or


indirectly, in whole or in part, out of or attributable to (i) any breach or default by the Indemnitor in the performance of any of its obligations under paragraphs 3(a)-(d) hereof, or (ii) any Release (as defined below) or threatened Release, whether foreseeable or unforeseeable, arising prior to any release, reconveyance or foreclosure of either Deed of Trust (or following any such release, conveyance or foreclosure to the extent attributable to pre-existing conditions), or conveyance in lieu of foreclosure; and in each instance, regardless of when such Release, inaccuracy or breach is discovered and regardless of whether or not caused by or in the control of the Indemnitor, any employees, agents, contractors or subcontractors of the Indemnitor or any third persons. Without limiting the generality of the foregoing and for purposes of clarification only, Claims also include:


(i) actual out-of-pocket costs reasonably incurred by an Indemnified Party in connection with (x) determining whether the Property is in compliance with all applicable Hazardous Substances Laws (as hereinafter defined), (y) taking any necessary precautions to protect against any Release or threatened Release, or (z) any removal, remediation of any kind and disposal of any Hazardous Substances (as hereinafter defined), and


(ii) any repair of any damage to the Property or any other property caused by any such precautions, removal, remediation or disposal.


The rights of the Indemnified Parties hereunder shall not be limited by any investigation or the scope of any investigation undertaken by or on behalf of the Lender in connection with the Property prior to the date hereof. Notwithstanding the foregoing, Claims shall exclude any Release caused by or resulting from the negligence or misconduct of any of the Indemnified Parties.


(b) "Hazardous Substances" means and includes any flammable explosives, radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, county, regional or local authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Property or of property adjacent to the Property, including, but not limited to, asbestos, PCBs, petroleum products and byproducts (including, but not limited to, crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), substances defined or listed as "hazardous substances," "hazardous materials," "hazardous wastes" or "toxic substances" or similarly identified in, pursuant to, or for purposes of, any of the Hazardous Substances Laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as now or hereafter amended (42 U.S.C. Section 9601, et seq); the Hazardous Materials Transportation Act, as now or hereafter amended (49 U.S.C. Section 1801, et seq); the Resource Conservation and Recovery Act, as now or hereafter amended (42 U.S.C. Section 6901, et seq); any so-called "Superfund" or "Superlien" law; or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material; or any substances or mixture regulated under the Toxic Substance Control Act of 1976, as now or hereafter amended (15 U.S.C. Section 2601 et seq); and any "pollutant" under the Clean Water Act, as now or hereafter amended (33 U.S.C. Section 1251 et seq); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. Section 7901 et seq), in each case as now or hereafter amended.


(c) "Hazardous Substances Laws" means all federal, state and local environmental, health or safety laws, ordinances, regulations, rules of common law or policies


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regulating Hazardous Substances, including, without limitation, those governing the generation, use, refinement, handling, treatment, removal, storage, production, manufacture, transportation or disposal of Hazardous Substances, as such laws, ordinances, regulations, rules and policies may be in effect from time to time and be applicable to the Property.


(d) "Indemnified Parties" means the Lender, and the directors, officers, shareholders, agents, employees, participants, successors and assigns of the Lender, and shall also include any purchasers of all or any portion of the Property at any foreclosure sale and the initial purchaser following the consummation of any deed in lieu of foreclosure, but not including any other purchasers of the Property.


(e) "Release" means any presence, use, generating, storing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Substances into the environment, or about, on, from, under, within or affecting the Property, or transported to or from the Property, including continuing migration of Hazardous Substances into or through soil, surface water or groundwater.


2. Environmental Indemnification by the Indemnitor.


(a) The Indemnitors hereby agree to defend (with counsel reasonably approved by the Lender), indemnify and hold the Indemnified Parties harmless from and against, and shall reimburse the Indemnified Parties for, any and all Claims.


(b) The Lender shall have the right to employ independent counsel to represent it in any action or proceeding to which this Indemnity is applicable if and to the extent that the Lender determines in good faith that its rights and interests may be compromised or not fully and adequately represented by legal counsel acting for the Indemnitors, whether on account of any potential defenses that the Inde ...