Common use of Landlord’s Indemnity Clause in Contracts

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and Except to the extent not resulting from any act, omission, fault, cause by Tenant’s negligence or misconduct willful acts and subject to the waiver of Tenant or its contractors, agents, licensees, invitees, servants or employeessubrogation set forth in Section 12.2, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant indemnify, defend, protect and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save hold harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any all Claims brought or imposed upon Tenant or which Tenant may pay or incur by reason of injury to any person occurring in the Premisesor property, in any way connected with (a) the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the gross negligence or willful misconduct of Landlord, (b) any violation or alleged violation by Landlord or Landlord's agentsany Landlord Parties of any Laws and Regulations; (c) any liability under any Laws and Regulations by Landlord or any Landlord Parties; and (d) any Release of Hazardous Materials on the Premises, employees Building or contractors Complex by Landlord or Landlord Parties. Landlord shall also reimburse Tenant’s costs of cleanup, remediation, removal and restoration that are in any way related to any matter covered by the foregoing indemnity; provided, however however, in the event a Claim was caused by the concurrent negligence of Tenant or Tenant Parties, Landlord’s indemnification obligation with respect to Tenant shall be limited to the extent of the negligence of Landlord and Landlord Parties, and provided further that in no event shall Landlord be obligated to indemnify Tenant for a Claim which arises out of or results from the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property sole negligence of Tenant or a Tenant Party. For the sole purpose of affecting the indemnification obligations under this Agreement and not for the benefit of any employees of Landlord shall in no event be liable for or any indirect or consequential damages; third parties unrelated to the parties indemnified under this Agreement, Landlord specifically and providedexpressly waives any immunity that may granted it under the Washington State Industrial Insurance Act, further, that Title 51 RCW. (LANDLORD’S INITIALS /s/ SS ). Further the provisions of indemnification obligations under this Section 4.4 Agreement shall not be applicable to the holder of limited in any mortgage now or hereafter way by any limitation on the Site amount or the Buildings (whether type of damages, compensation or not such holder shall be a mortgagee in possession of benefits payable to or shall have exercised for any rights third party under a conditionalWorker Compensation Acts, collateral Disability Benefit Acts or other assignment employee benefit acts. Landlord’s obligations under this Section survive the expiration or termination of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder.Lease. /s/ SS /s/ EF Landlord’s Initials Tenant’s Initials

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but subject to the express limitations of Section 8.4 below and to on liability contained in this Lease (including, without limitation, the provisions of Section 8.19 belowSections 10.4, to 10.5 and 14.8 of this Lease), Landlord shall defend, indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising either before or after the maximum extent this agreement is effective according to law and Commencement Date from the maintenance or repair of the outside areas of the Site and/or the Building by Landlord or its employees, authorized agents or contractors; provided that Landlord does not indemnify Tenant for any claims, liabilities, costs or expenses to the extent not resulting from any act, omission, fault, the same is caused by the negligence or willful misconduct on the part of Tenant, or its agents, employees, licensees or invitees, or for which Landlord is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the outside areas of the Site or the Building by Landlord or its contractors, agents, licensees, invitees, servants authorized agents or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by accept any tender defense for Tenant and for shall, notwithstanding any other circumstances allegation of negligence or willful misconduct on the part of Tenant, defend Tenant and protect and hold Tenant harmless and pay all cost, expense and attorneys’ fees incurred in connection with such approval litigation, provided that Landlord shall not be unreasonably withheld liable for any such injury or delayed) indemnify damage, and save harmless Tenant shall reimburse Landlord for the reasonable attorney’s fees and Tenant's beneficiariescosts for the attorney representing both parties, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, all to the extent and in the proportion that such injury results from or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant. Upon Tenant’s request, Landlord or shall at Landlord's agents’s sole cost and expense, employees or contractors provided, however retain a separate attorney selected by Tenant to represent Tenant in any such suit if Tenant determines that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property representation of both Tenant and Landlord shall in no event be liable for any indirect or consequential damagesby the same attorney would cause conflict of interest; and provided, furtherhowever, that to the extent and the proportion that the injury or damage which is the subject of the suit is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant, Tenant shall reimburse Landlord for the reasonable legal fees and costs of the separate attorney retained by Landlord. The provisions of this Section 4.4 Subsection 10.3(b) shall not be applicable to expressly survive the holder expiration or sooner termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 belowhereof, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin arising from any injury to any person occurring in the Premises, in the Buildings Building or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the gross negligence or willful misconduct of Landlord or Landlord's agents, ’s employees or contractors the breach by Landlord of its obligations under this Lease (to the extent not covered by the forms of insurance required to be maintained by Tenant under this Lease) provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable (i) to the holder of any mortgage now or hereafter on the Site or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or BuildingsBuilding) or (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthe foregoing.

Landlord’s Indemnity. Subject to the limitations in Section 9.3 and in Section 8.2 and Section 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord Xxxxxxxx agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the gross negligence or willful misconduct of Landlord or Landlord's agents’s employees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Complex or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Complex or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holdereither of the foregoing.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord hereby agrees to defend defend, with counsel first approved by reasonably acceptable to Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), all actions against Tenant, any partner, trustee, stockholder, officer, director, employee, beneficiary or member or manager of Tenant ("Tenant Indemnified Parties") with respect to, and to pay, protect, indemnify and save harmless, to the extent permitted by law, all Tenant Indemnified Parties from and against, any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees), causes of action, suits, claims, demands or judgments of any nature arising from (i) injury to or death of any person, or damage to or loss of property, on or about the Premises, or connected with the use, condition or occupancy thereof to the extent caused by the negligent or intentional act or omission to act of Landlord, (ii) violation of this Lease by Landlord, or (iii) any wrongful act, fault, wrongful omission, or other misconduct of Landlord or its agents, contractors, licensees, sublessees or invitees. Nothing in this Section 4.5, however, shall derogate from the effectiveness of insurance required to be maintained by Tenant under this Lease naming Landlord as an insured. This Section 4.5 is further subject to the waiver of subrogation provisions in Section 3.7. Landlord further agrees to indemnify, defend with counsel acceptable to Tenant and hold harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, its officers, directors, agentsprincipals, trustees agents and employees (collectively, the "Tenant Parties") from and against all loss, cost or damage that any claim arisin from of them may incur or be liable for in connection with any injury to any person occurring in the Premises, in the Buildings or condition on the Site after Premises or arising on the date that possession Premises relating to the release or threat of release of hazardous substances in respect of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, directly attributable to the extent such injury results from the negligence act, omission or willful misconduct neglect of Landlord or any of Landlord's employees, agents, employees independent contractors or contractors providedinvitees including, however that without limitation, any condition not in no event shall conformity with the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property requirements of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderlaw.

Landlord’s Indemnity. Subject to the limitations in Section 9.3 and in Section 8.2 and Section 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the gross negligence or willful misconduct of Landlord or Landlord's agents’s employees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holdereither of the foregoing.

Landlord’s Indemnity. Subject to the limitations in Section 9.3.2 and in Section 8.2 and Section 8.13 of Section 8.4 below this Article, Landlord agrees to indemnify and save harmless Tenant from and against any claim by a third party arising from any injury to the provisions of Section 8.19 belowany person, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Office Park after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors ’s employees; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; . Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. The foregoing indemnity and providedhold harmless agreement shall include indemnity for all costs, furtherexpenses and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Tenant in connection with any such claim or any action or proceeding brought thereon, and the defense thereof. In addition, in the event that the provisions any action or proceeding shall be brought against Tenant by reason of this Section 4.4 any such claim, Landlord, upon request from Tenant, shall resist and defend such action or proceeding on behalf of Tenant by counsel appointed by Landlord’s insurer (if such claim is covered by insurance without reservation) or otherwise by counsel reasonably satisfactory to Tenant. Tenant shall not be applicable to the holder bound by any compromise or settlement of any mortgage now such claim, action or hereafter on proceeding without the Site or the Buildings (whether or not such holder shall be a mortgagee in possession prior written consent of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderTenant.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 belowhereof, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin arising from any injury to any person occurring in the Premises, in the Buildings Building or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable (i) to the holder of any mortgage now or hereafter on the Site or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment assignments of leases and/or rents respecting, the Site and/or BuildingsBuilding) or (ii) any person acquiring title as a result of , or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthe foregoing.

Landlord’s Indemnity. Subject To the maximum extent permitted by law, but subject to the limitations in Section 9.3(B) and in Sections 8.2 and 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or willful misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, in the Buildings Building or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence negligent act or omission or willful misconduct of Landlord or Landlord's agents’s contractors, employees agents or contractors employees, or from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease (but only to the extent a specific remedy for such breach or default is not otherwise provided for pursuant to the terms of this Lease); provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 8.1(e) shall not be applicable to the holder of any mortgage now or hereafter on the Site Building or the Buildings Site (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Building or the Site, the Site and/or Buildings) except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder).

Landlord’s Indemnity. Subject to Landlord shall indemnify, defend, protect, and hold harmless Tenant its partners, and their respective officers, agents, servants, employees and independent contractors (collectively, “Tenant Parties”) from any Claims incurred in connection with or arising from (i) any cause in the limitations Project but outside of Section 8.4 below and to the provisions of Section 8.19 below, to Premises during the maximum extent this agreement is effective according to law and Lease Term (to the extent not resulting from covered by the general liability insurance required to be carried by Landlord under Section 7.2, below), or (ii) any act, omission, fault, negligence negligent acts or willful misconduct of Tenant any of the Landlord Parties in, on, or its contractorsabout the Project (subject to the terms of the last sentence of Section 7.1.2, agentsabove) either prior to, licenseesduring, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, provided that, except as set forth below, the terms of the foregoing indemnity shall not apply to the extent such injury results Claims arise from the negligence or willful misconduct of the Tenant Parties. Notwithstanding the foregoing, because Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage is required to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable maintain pursuant to the holder terms of any mortgage now or hereafter Section 7.2, below, insurance on the Site or Project and the Buildings (whether or not Premises and Tenant compensates Landlord for such holder shall be a mortgagee in possession insurance as part of or shall have exercised Direct Expenses, Landlord hereby agrees to protect, defend, indemnify and hold Tenant harmless from any rights under a conditional, collateral or other assignment of leases and/or rents respecting, Claims with respect to such property and Landlord’s equipment and property on the Site and/or Buildings) except Project to the extent otherwise agreed such Claim is covered by insurance of the type required to be carried by Landlord under Section 7.2, below, even if resulting from the negligent acts or willful misconduct of the Tenant Parties (except that Tenant shall, in such holder in any Subordinationcase, Non-Disturbance and Attornment Agreement by and between Tenant and be responsible for deductible amounts, not to exceed standard deductible amounts for such holdercoverage).

Landlord’s Indemnity. Subject to the limitations in Section 16.24 and in Section 13.2 and Section 13.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin of whatever nature by a third party arising from any injury to any person or property occurring in the Premises, Premises or in the Buildings Building or on the Site Property after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents’s employees, employees agents or contractors contractors, or from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but subject to the express limitations of Section 8.4 below and to on liability contained in this Lease (including, without limitation, the provisions of Section 8.19 belowSections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend (with attorneys reasonably acceptable to Tenant), indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising from the maximum extent this agreement is effective according maintenance or repair of the Common Areas, the Project and/or the Building by Landlord or its employees, authorized agents or contractors; provided that Landlord shall have no obligation to law and indemnify, save or hold harmless Tenant for any claims, liabilities, costs or expenses to the extent not resulting from any act, omission, fault, the same is caused by the negligence or willful misconduct on the part of Tenant, or its agents, employees, licensees or invitees, or for which Landlord is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the Common Areas, or the Building by Landlord or its contractors, agents, licensees, invitees, servants authorized agents or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by accept any tender defense for Tenant and for shall, notwithstanding any other circumstances allegation of negligence or willful misconduct on the part of Tenant, defend Tenant and protect and hold Tenant harmless and pay all cost, expense and attorneys' fees incurred in connection with such approval litigation, provided that Landlord shall not be unreasonably withheld liable for any such injury or delayed) indemnify damage, and save harmless Tenant shall reimburse Landlord for the reasonable attorney's fees and Tenant's beneficiariescosts for the attorney representing both parties, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, all to the extent and in the proportion that such injury results from or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant. Upon Tenant's request, Landlord or shall at Landlord's agentssole cost and expense, employees or contractors provided, however retain a separate attorney selected by Tenant to represent Tenant in any such suit if Tenant determines that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property representation of both Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that by the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder.same

Landlord’s Indemnity. Subject to the limitations in Section 9.3 and in Section 8.2 and Section 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents’s employees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to Landlord will protect, indemnify, save harmless and defend Tenant and the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct members of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premisesall liabilities, in the Buildings or on the Site after the date that possession obligations, claims, damages, penalties, causes of the Premises is first delivered to Tenant action, costs and until the expiration or earlier termination of the Lease Termexpenses (including reasonable attorneys’ fees and expenses), to the extent such permitted by law, imposed upon or incurred by or asserted against Tenant by reason of: (a) any accident, injury results to or death of persons or loss to property occurring on or about the Leased Property during the construction of the Facility; (b) any items excluded from the negligence definition of “Impositions” pursuant to Article 34 hereof, (c) any failure on the part of Landlord to perform or comply with any of the terms of this Lease; and (d) the violation of any Hazardous Materials Law during any period of time during which Landlord has re-entered and repossessed the Leased Property after Tenant’s abandonment thereof or otherwise caused by Landlord. Any amounts which become payable by Landlord under this Section 19.2 shall be paid within thirty (30) days after liability therefore on the part of Tenant is finally determined by litigation or otherwise (including the expiration of any time for appeals) and, if not timely paid, shall bear interest (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. Landlord, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant or may compromise or otherwise dispose of the same as Landlord sees fit. Tenant shall cooperate with Landlord in a reasonable manner to permit Landlord to satisfy Landlord’s obligations hereunder, including the execution of any instruments or documents reasonably requested by Landlord. Nothing herein shall be construed as indemnifying Tenant or its agents for their own negligent acts or omissions or willful misconduct misconduct. Landlord’s liability for a breach of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 19.2 shall not be applicable to the holder survive any termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject to the limitations in Section 9.3 and in Section 8.2 and Section 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Office Park after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsLandlord Parties, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildings) except to the extent otherwise agreed of liability insurance maintained by such holder holder. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below Landlord shall indemnify, defend, protect, and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save hold harmless Tenant and Tenant's beneficiariesthe Tenant Parties from any and all Claims, partnersCosts and Damages incurred in connection with or arising from (i) any negligent acts or willful misconduct of Landlord or any of the Landlord Parties in, subsidiarieson, officersor about the Premises (subject to the terms of the last sentence of Paragraph 8.7(b) above) prior to the expiration of the Term (or any holdover period, directorswhichever later occurs) (or) (ii) any default by Landlord under this Lease provided that, agents, trustees and employees (collectivelyexcept as set forth below, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession terms of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, foregoing indemnity shall not apply to the extent such injury results Claims, Costs and Damages arise from the negligence or willful misconduct of Tenant or the Tenant Parties in connection with the Tenant Parties' activities in, on, or about the Premises. Notwithstanding the foregoing, because Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage is required to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable maintain pursuant to the holder terms of any mortgage now or hereafter Paragraph 8.3(a) above All Risk Insurance on the Site or the Buildings Improvements, Landlord hereby agrees to protect, defend, indemnify and hold Tenant harmless from any Claims, Costs and Damages (whether or not such holder shall be a mortgagee in possession exclusive of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except deductibles to the extent otherwise agreed to be borne by Tenant pursuant to Paragraph 8.1) with respect to the Improvements to the extent such holder in any SubordinationClaims, Non-Disturbance Costs and Attornment Agreement Damages are covered by and between the All Risk Insurance required to be carried by Landlord under Paragraph 8.3(a), even if resulting from the negligent acts or willful misconduct of Tenant and such holderor the Tenant Parties.

Landlord’s Indemnity. Subject to Landlord will protect, indemnify, save harmless and defend Tenant and the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct members of Tenant or and its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees agents and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premisesall liabilities, in the Buildings or on the Site after the date that possession obligations, claims, damages, penalties, causes of the Premises is first delivered to Tenant action, costs and until the expiration or earlier termination of the Lease Termexpenses (including reasonable attorneys’ fees and expenses), to the extent permitted by law, imposed upon or incurred by or asserted against Tenant by reason of: (a) any accident, injury to or death of persons or loss to property occurring on or about the Premises relating to the construction of the Facility (but only until such injury results date that the General Contractor’s construction warranties to Landlord under the final construction documents have expired); (b) any items excluded from the negligence definition of “Impositions” pursuant to Article 34 hereof, (c) any failure on the part of Landlord to perform or comply with any of the terms of this Lease or the Ground Lease; and (d) the violation of any Hazardous Materials Law during any period of time during which Landlord has re-entered and repossessed the Premises after Tenant’s abandonment thereof or otherwise caused by Landlord. Any amounts which become payable by Landlord under this Section 19.2 shall be paid within thirty (30) days after liability therefore on the part of Tenant is finally determined by litigation or otherwise (including the expiration of any time for appeals) and, if not timely paid, shall bear interest (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. Landlord, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant and its partners, officers, agents and employees, or may compromise or otherwise dispose of the same as reasonably acceptable to Tenant. Tenant shall cooperate with Landlord in a reasonable manner to permit Landlord to satisfy Landlord’s obligations hereunder, including the execution of any instruments or documents reasonably requested by Landlord. Nothing herein shall be construed as indemnifying Tenant or its agents for their own negligent acts or omissions or willful misconduct misconduct. Landlord’s liability for a breach of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 19.2 shall not be applicable to the holder survive any termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject To the maximum extent permitted by law, but subject to the limitations in Section 16.24 and in Sections 13.2 and 13.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or willful misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, in the Buildings Building or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence negligent act or omission or willful misconduct of Landlord or Landlord's agents’s contractors, employees agents or contractors employees, or from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease (but only to the extent a specific remedy for such breach or default is not otherwise provided for pursuant to the terms of this Lease); provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 13.1(e) shall not be applicable to the holder of any mortgage now or hereafter on the Site Building or the Buildings Site (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Building or the Site, the Site and/or Buildings) except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder).

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but -------------------- subject to the express limitations of Section 8.4 below and to on liability contained in this Lease (including, without limitation, the provisions of Section 8.19 belowSections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend (with attorneys reasonably acceptable to Tenant), indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising from the maximum extent this agreement is effective according maintenance or repair of the Common Areas, the Project and/or the Building by Landlord or its employees, authorized agents or contractors; provided that Landlord shall have no obligation to law and indemnify, save or hold harmless Tenant for any claims, liabilities, costs or expenses to the extent not resulting from any act, omission, fault, the same is caused by the negligence or willful misconduct on the part of Tenant, or its agents, employees, licensees or invitees, or for which Landlord is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the Common Areas, the Project or the Building by Landlord or its contractors, agents, licensees, invitees, servants authorized agents or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by accept any tender defense for Tenant and for shall, notwithstanding any other circumstances allegation of negligence or willful misconduct on the part of Tenant, defend Tenant and protect and hold Tenant harmless and pay all cost, expense and attorneys' fees incurred in connection with such approval litigation, provided that Landlord shall not be unreasonably withheld liable for any such injury or delayed) indemnify damage, and save harmless Tenant shall reimburse Landlord for the reasonable attorney's fees and Tenant's beneficiariescosts for the attorney representing both parties, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, all to the extent and in the proportion that such injury results from or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant. Upon Tenant's request, Landlord or shall at Landlord's agentssole cost and expense, employees or contractors provided, however retain a separate attorney selected by Tenant to represent Tenant in any such suit if Tenant determines that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property representation of both Tenant and Landlord shall in no event be liable for any indirect or consequential damagesby the same attorney would cause conflict of interest; and provided, furtherhowever, that to the extent and the proportion that the injury or damage which is the subject of the suit is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant, Tenant shall reimburse Landlord for the reasonable legal fees and costs of the separate attorney retained by Landlord. The provisions of this Section 4.4 Subsection 10.3(b) shall not be applicable to expressly survive the holder expiration or sooner termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject to the limitations in Sections 13.2 and 13.13 of this Article and in Section 8.4 below and to the provisions of Section 8.19 below16.24, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, the negligence or misconduct of Tenant, any Tenant Party or its any of their respective contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") Parties from and against any claim arisin claims of whatever nature by a third party arising from any injury to any person or property damage occurring in or at the Premises, in the Buildings or on the Site Property after the date that possession of the Premises is first delivered to Tenant Commencement Date and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the performance of the Landlord's Work or from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors contractors, or from any breach or default by Landlord in the performance or observance 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, Inc. Lease of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, to defend the claim. Notwithstanding anything contained herein to the contrary, Landlord shall not be obligated to indemnify Tenant for any claims to the extent that Tenant's damages result from the provisions negligence or willful misconduct or breach of this Lease by Tenant or any of the Tenant Parties. The terms of this Section 4.4 13.15 shall survive any termination or expiration of this Lease. The foregoing indemnity and hold harmless agreement shall include indemnity for all costs, expenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by Tenant in connection with any such claim or any action or proceeding brought thereon, and the defense thereof. In addition, in the event that any action or proceeding shall be brought against Tenant by reason of any such claim. Landlord shall resist and defend such action or proceeding on behalf of Tenant by counsel appointed by Landlord's insurer (if such claim is covered by insurance without reservation) or otherwise by counsel reasonably satisfactory to Tenant. Tenant shall not be applicable to the holder bound by any compromise or settlement of any mortgage now such claim, action or hereafter on proceeding without the Site or the Buildings (whether or not such holder shall be a mortgagee in possession prior written consent of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderTenant.

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but subject to the express limitations of Section 8.4 below and to on liability contained in this Lease (including, without limitation, the provisions of Section 8.19 belowSections 10.4, to 10.5 and 14.8 of this Lease), Landlord shall defend, indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising either before or after the maximum extent this agreement is effective according to law and Commencement Date from the maintenance or repair of the Common Areas, the Project and/or the Building by Landlord or its employees, authorized agents or contractors; provided that Landlord does not indemnify Tenant for any claims, liabilities, costs or expenses to the extent not resulting from any act, omission, fault, the same is caused by the negligence or willful misconduct on the part of Tenant, or its agents, employees, licensees or invitees, or for which Landlord is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the Common Areas, the Project or the Building by Landlord or its contractors, agents, licensees, invitees, servants authorized agents or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by accept any tender defense for Tenant and for shall, notwithstanding any other circumstances allegation of negligence or willful misconduct on the part of Tenant, defend Tenant and protect and hold Tenant harmless and pay all cost, expense and attorneys' fees incurred in connection with such approval litigation, provided that Landlord shall not be unreasonably withheld liable for any such injury or delayed) indemnify damage, and save harmless Tenant shall reimburse Landlord for the reasonable attorney's fees and Tenant's beneficiariescosts for the attorney representing both parties, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, all to the extent and in the proportion that such injury results from or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant. Upon Tenant's request, Landlord or shall at Landlord's agentssole cost and expense, employees or contractors provided, however retain a separate attorney selected by Tenant to represent Tenant in ny such suit if Tenant determines that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property representation of both Tenant and Landlord shall in no event be liable for any indirect or consequential damagesby the same attorney would cause conflict of interest; and provided, furtherhowever, that to the extent and the proportion that the injury or damage which is the subject of the suit is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant, Tenant shall reimburse Landlord for the reasonable legal fees and costs of the separate attorney retained by Landlord. The provisions of this Section 4.4 Subsection 10.3(b) shall not be applicable to expressly survive the holder expiration or sooner termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement provision is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants invitees or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin (i) arising from any an injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is if first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent that such injury results from the negligence or willful misconduct of Landlord or Landlord's ’s agents, employees contractors or contractors employees, or (ii) except to the extent an express limitation on Landlord’s liability to Tenant or on the nature of the relief or damages to which Tenant is entitled is set forth herein (including, without limitation, in Article III with respect to Landlord’s construction obligations and in Section 4.2 with respect to interruptions in services), resulting from the failure of Landlord to perform and discharge its covenants and obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect indirect, consequential or consequential punitive damages; and provided, further, provided further that the provisions of this Section 4.4 5.7.1 shall not be applicable to the holder of any mortgage now or hereafter on the Site Buildings or the Buildings Site (whether or not such holder shall be a or mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Building and/or the Site), (it being understood and agreed that, notwithstanding the foregoing, the provisions of this Section 5.7.1 shall be applicable to any party purchasing the Building and/or the Site and/or Buildings) except to from the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holdermortgagee at a foreclosure sale or otherwise).

Landlord’s Indemnity. Subject to the limitations in Section 16.24, Section 13.3, and Section 13.14 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, the negligence or willful misconduct of the Tenant or its contractors, agents, licensees, invitees, servants or employeesParties, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or 60 in the Buildings or on the Site Hub Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents’s agents or employees, employees or contractors provided, however from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease (but only to the extent that in no event Tenant is subject to a claim asserted by a third party by reason of such breach). Tenant shall the aforesaid indemnity render provide notice of any such third party claim to Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and as soon as practicable. Landlord shall in no event be liable for any indirect or consequential damages; and providedhave the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 13.2 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site or the Buildings Hub Complex Mortgagee (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrents), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to the limitations in Section 9.3 and in Section 8.2 and Section 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum fullest extent this agreement is effective according to law permitted by law, and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Complex after the date that possession of the Premises is first delivered to Tenant Commencement Date and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsemployees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the Notwithstanding any provisions of Section 8.19 below18.1 or elsewhere in this Lease to the contrary, Tenant is not required to indemnity and hold Landlord harmless from any loss, cost, liability, damage or expense, including, but not limited to, penalties, fines, attorneys' fees or costs (collectively "Claims"), to the maximum extent this agreement is effective according to law and any person, property or entity to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances that such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results Claims arise from the negligence or willful misconduct of Landlord or its agents, clients, invitees, concessionaires, contractors, servants, employees, vendors, materialmen, suppliers, or licensees, in connection with Landlords activities in the Building and Landlord hereby so indemnifies and holds Tenant harmless from any such Claims, including Claims arising from the presence in the Building and/or the Premises of hazardous substances, except to the extent such hazardous substances were placed in or on the Premises and/or the Building by Tenant (Landlord's agentsindemnity hereunder will survive the expiration of the term of, employees or contractors providedany termination of, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and providedthis Lease). Provided, further, that to the extent any damage or repair obligation is covered by insurance obtained by Landlord as part of Operating Expenses, but is not covered by insurance obtained by Tenant, then Tenant shall be relieved of its indemnity obligation up to the amount of the insurance proceeds which Landlord is entitled to receive. Tenants agreement to indemnify and hold Landlord harmless pursuant to the provisions of this Lease and the exclusion from Tenants indemnity and Landlords agreement to indemnify and hold Tenant harmless pursuant to this Section 4.4 18.3 are not intended to and shall not relieve any insurance caroler of its obligations under policies required to be applicable carried by Landlord or Tenant, respectively, pursuant to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except Lease to the extent otherwise agreed that such policies cover the results of such negligence or willful misconduct. If either party breaches this agreement by its failure to carry required insurance, such holder in any Subordinationfailure shall automatically be deemed to be a covenant and agreement by Landlord or Tenant, Nonrespectively, to self-Disturbance and Attornment Agreement by and between Tenant and insure to the full extent of such holderrequired coverage, with full waiver of subrogation.

Landlord’s Indemnity. Subject In addition to and without limiting the limitations scope of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent any other indemnities provided under this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employeesLease, Landlord agrees to shall indemnify, defend (with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant reasonably acceptable to Tenant) and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save hold harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premisesand all demands, losses, costs, expenses, damages, bodily injury, wrongful death, property damage, claims, cross-claims, charges, action, lawsuits, liabilities, obligations, penalties, investigation costs, removal costs, response costs, remediation costs, natural resources damages, governmental administrative actions, and reasonable attorneys’ and consultants’ fees and expenses arising out of, directly or indirectly, in whole or in part, or relating to (i) the Buildings release of “Hazardous Materials” (as defined in Section 10.5, below) by Landlord or the Landlord Related Parties, (ii) the violation of any Hazardous Materials laws by Landlord or the Landlord Related Parties, (iii) the use, storage, generation or disposal of Hazardous Materials in, on, about, or from the Property by Landlord or the Landlord Related Parties, (iv) Hazardous Materials existing on the Site after the date that possession Property as of the Premises is first delivered Commencement Date (the items listed in clauses (i) through and including (iv) being referred to Tenant herein individually as a “Landlord Release” and until collectively as the expiration “Landlord Releases”), or earlier termination (v) the breach of any representation of Landlord contained in this Agreement. Notwithstanding the foregoing to the contrary, Landlord obligations under Section 10.3(b)(iv) with respect to Hazardous Materials existing as of the Lease TermCommencement Date, and under Section 10.3(b)(v) with respect to Landlord’s environmental representation and warranty that at the extent such injury results from Commencement Date the negligence Property is in compliance with Other Environmental Laws as specified in Section 10.9(f)(iii), shall be limited to an aggregate the understanding that the indemnification set forth in this Section 10.3(b) shall be in addition to, and the foregoing aggregate cap shall not limit, Landlord’s remediation or willful misconduct other affirmative obligations under any other provision of Landlord this Article X or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damagesLease; and provided, further, with the further understanding that the provisions of this Section 4.4 such aggregate cap shall not be applicable reduced by any actual out of pocket costs Tenant may incur as a result of Landlord’s failure to the holder satisfy any Landlord obligation that may arise under Section 10.6, below, to investigate, cleanup, remediate and remove Hazardous Materials which are not a result of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderRelease).

Landlord’s Indemnity. Subject to the limitations in Section 16.24 and in Section 13.2 and Section 13.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or willful misconduct of any of the Tenant or its contractors, agents, licensees, invitees, servants or employeesParties, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless the Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") Parties from and against any claim arisin all claims of whatever nature by a third party arising from or claimed to have arisen from any accident, injury or damage whatsoever caused to any person person, or to the property of any person, occurring in the Premises, Premises or in the Buildings or on the Site Building after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsemployees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under the lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that damages in connection with the foregoing indemnity. Landlord shall pay such indemnified amounts as they are incurred by any of the Tenant Parties. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Building or the Buildings Prudential Center (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Building or Prudential Center), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law Except if and to the extent not resulting from any act, omission, fault, that the same shall be caused by the negligence or willful misconduct of Tenant or its contractorsany of Tenant's principals, officers, agents, contractors, servants, employees, licensees and invitees, Landlord covenants and agrees to indemnify and save Tenant and its principals, partners, officers, members, affiliates and employees, disclosed or undisclosed, harmless from and against any and all claims, losses, damages (excluding consequential damages) or expenses (including, without limitation, reasonable attorneys' fees and expenses) or other liability arising during the term of this Lease resulting from (i) the performance of any construction on the Property, or the possession, use, occupancy, management, repair, maintenance or control of the Property or any part thereof by Landlord or any of its tenants, concessionaires, licensees, subtenants, invitees, servants visitors or assignees, or its or their employees, agents, visitors, invitees, contractors or subcontractors of any tier; or (ii) any act or omission of Landlord agrees (alleged or otherwise), or of any of its tenants, concessionaires, licensees, subtenants, invitees, visitors or assignees, or its or their employees, agents, visitors, invitees, contractors or subcontractors of any tier; or (iii) any injury to defend person or property or loss of life sustained in or about the Property (excluding the Building); or (iv) Landlord's failure to diligently investigate and promptly notify Tenant with respect to any of the foregoing, including, without limitation, any expenses incurred by Tenant in the event that an insurance carrier disclaims coverage on the basis of "late notice" due to Landlord's failure to comply with this Section 11C. Landlord shall, at its own cost and expense and by counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such Tenant, which approval shall not be unreasonably withheld (and with counsel to Landlord's insurer being hereby approved), defend any and all actions, suits and proceedings which may be brought against Tenant with respect to or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against in connection with any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Termforegoing, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall pay, satisfy and discharge any and all judgments, orders and decrees which may be made or entered against, Tenant, or its respective principals, disclosed or undisclosed, with respect to, or in no event be liable for connection with, any indirect or consequential damages; and provided, further, that of the provisions foregoing. The commercial general liability coverage maintained by Landlord pursuant to this Lease shall specifically insure the contractual obligations of Landlord as set forth in this Section 4.4 Article and/or as provided in this Lease. Landlord's indemnity hereunder shall not be applicable to the holder acts or omissions of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderLandlord's Direct Tenants.

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but subject to the express limitations of Section 8.4 below and to on liability contained in this Lease (including, without limitation, the provisions of Section 8.19 belowSections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend (with attorneys reasonably acceptable to Tenant), indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising from the maximum extent this agreement is effective according maintenance or repair of the Common Areas, the Project and/or the Building by Landlord or its employees, authorized agents or contractors; provided that Landlord shall have no obligation to law and indemnify, save or hold harmless Tenant for any claims, liabilities, costs or expenses to the extent not resulting from any act, omission, fault, the same is caused by the negligence or willful misconduct on the part of Tenant, or its agents, employees, licensees or invitees, or for which Landlord is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the Common Areas, or the Building by Landlord or its contractors, agents, licensees, invitees, servants authorized agents or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by accept any tender defense for Tenant and for shall, notwithstanding any other circumstances allegation of negligence or willful misconduct on the part of Tenant, defend Tenant and protect and hold Tenant harmless and pay all cost, expense and attorneys' fees incurred in connection with such approval litigation, provided that Landlord shall not be unreasonably withheld liable for any such injury or delayed) indemnify damage, and save harmless Tenant shall reimburse Landlord for the reasonable attorney's fees and Tenant's beneficiariescosts for the attorney representing both parties, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, all to the extent and in the proportion that such injury results from or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant. Upon Tenant's request, Landlord or shall at Landlord's agentssole cost and expense, employees or contractors provided, however retain a separate attorney selected by Tenant to represent Tenant in any such suit if Tenant determines that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property representation of both Tenant and Landlord shall in no event be liable for any indirect or consequential damagesby the same attorney would cause conflict of interest; and provided, furtherhowever, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise and the proportion that the injury or damage which is the subject of the suit is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by such holder in any SubordinationTenant) to be attributable to the negligence or willful misconduct of Tenant, Non-Disturbance Tenant shall reimburse Landlord for the reasonable legal fees and Attornment Agreement by and between Tenant and such holder.costs of the

Landlord’s Indemnity. Subject to the limitations set forth in Section 8.2, Section 8.13 and Section 9.3 of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employeesLease, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Property after the date that possession of the Premises Premises, or any portion thereof, is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsany of the Landlord Parties, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Notwithstanding anything contained herein to the contrary, furtherLandlord shall not be obligated to indemnify any Tenant Parties (as defined in Section 8.1(g)) for any claims to the extent that such Tenant Party’s damages, that claims, losses or the like result from the act, omission, negligence or willful misconduct or breach of this Lease by any of the Tenant Parties. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, but not the duty, to defend the claim. The provisions of this Section 4.4 8.1.1 shall not be applicable to the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildings) except to the extent otherwise agreed of liability insurance maintained by such holder in holder. The terms of this Section 8.1.1 shall survive any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and termination or expiration of this Lease with respect to such holderapplicable matters or occurrences occurring prior to the termination or earlier expiration of this Lease.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's ’s insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's ’s beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "“Tenant Parties"”) from and against any claim arisin arising from any injury to any person occurring in the Premises, in the Buildings or on the Site from and after the date that possession Landlord commences construction of the Premises is first delivered to Tenant Landlord’s Work and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's ’s agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder.

Landlord’s Indemnity. Subject to Except for the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct acts of Tenant and those -------------------- parties claiming by, through or its contractorsunder Tenant, agents, licensees, invitees, servants or employeesother than Landlord, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not do or permit to be unreasonably withheld done any act or delayed) indemnify thing upon the Premises which would subject Tenant to any liability for injury or damage to persons or property. Landlord shall indemnify, defend, protect and save hold harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, each of the "Tenant Parties") Indemnitees from and against any claim arisin and all Losses resulting from any claims against the Indemnitee related to or arising from any injury to any person occurring or death of persons and damage to or theft, misappropriation or loss of property in or about the Premises, arising from any misconduct, failure to act (when under a duty to do so) or negligence of (A) Landlord, its contractors, licensees, agents, servants, employees, invitees or visitors or (B) both Tenant and Landlord, provided, however, that Landlord's liability hereunder with respect to matters judicially determined to have arisen in the Buildings whole or on the Site after the date that possession in part out of the Premises is first delivered misconduct, failure to Tenant and until act (when under a duty to do so) or negligence of Tenant, as to which determination all appeals have been exhausted, shall be only to the expiration or earlier termination extent, if any, that such matters have been so determined to have arisen out of the Lease Termmisconduct, failure to act (when under a duty to do so) or negligence of Landlord. The indemnity set forth in this Section 29.3 shall be subject to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be same procedures applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee Tenant's indemnity set forth in possession of or shall have exercised any rights under a conditionalSection 29.2, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder.mutatis mutandis. ------- --------

Landlord’s Indemnity. Subject Except with respect to (i) any soil or -------------------- groundwater contamination in and around the limitations Premises existing as of the Commencement Date and any subsurface mitigation of Hazardous Materials from other property from and after the Commencement Date and (ii) those matters which are covered by Tenant's express indemnification and defense obligations set forth in Section 8.4 below and to the provisions of Section 8.19 9.5 below, to the maximum extent this agreement is effective according to law Landlord shall indemnify, defend and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by hold Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, its officers, directors, agentsemployees, trustees affiliates, subsidiaries, shareholders, lenders, successors and employees (collectively, the "Tenant Parties") assigns harmless from and against all claims, damages, liabilities, losses, fines, penalties, consequential damages, costs and expenses, demands, causes of action, judgments and attorneys' and consultants' fees, whether foreseeable or unforeseeable, directly or indirectly, to the extent arising out of (a) Landlord's or any claim arisin other Landlord Party's prior, current or future use, handling, generation, storage, disposal, exposure of others to, or emission or release of, any Hazardous Materials in connection with Landlord's use or occupancy of, or pharmaceutical research in, the ground floor of the 1010 Xxxxxxx building or (b) Landlord's failure to remove any Hazardous Materials (other than Hazardous Materials contained within building materials located within the 1010 Xxxxxxx building) to the levels required by applicable Environmental Laws and government agencies having jurisdiction therefor from within the 1010 Xxxxxxx building on or before the Commencement Date, which indemnity shall include, without limitation, the cost of any injury to any person occurring in the Premisesrequired or necessary repair, in the Buildings cleanup or on the Site after the date that possession detoxification of the Premises is first delivered and the preparation of any closure or other required plans. Neither the acknowledgements or agreements of Tenant in Section 9.1 nor the strict compliance by Landlord with all laws pertaining to Tenant and until Hazardous Materials shall excuse Landlord from Landlord's obligations of indemnification pursuant to this Section 9.2. Landlord's obligations pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Lease. If any action or proceeding is brought against Landlord based on the Lease Termforegoing Landlord, to the extent such injury results upon notice from the negligence or willful misconduct of Landlord or Tenant, shall immediately defend Tenant at Landlord's agentsexpense with counsel reasonably acceptable to Tenant. Landlord shall, employees or contractors providedat its sole cost and expense, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be comply with all laws including all Environmental Laws applicable to its operations in the holder ground floor of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder1010 Xxxxxxx building.

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but subject to the express limitations of Section 8.4 below and to on liability contained in this Lease (including, without limitation, the provisions of Section 8.19 belowSections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend (with attorneys reasonably acceptable to Tenant), indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising from the maximum extent this agreement is effective according maintenance or repair of the Common Areas, the Project and/or the Building by Landlord or its employees, authorized agents or contractors; provided that Landlord shall have no obligation to law and indemnify, save or hold harmless Tenant for any claims, liabilities, costs or expenses to the extent not resulting from any act, omission, fault, the same is caused by the negligence or willful misconduct on the part of Tenant, or its agents, employees, licensees or invitees, or for which Landlord is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the Common Areas, the Project or the Building by Landlord or its contractors, agents, licensees, invitees, servants authorized agents or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by accept any tender defense for Tenant and for shall, notwithstanding any other circumstances allegation of negligence or willful misconduct on the part of Tenant, defend Tenant and protect and hold Tenant harmless and pay all cost, expense and attorneys' fees incurred in connection with such approval litigation, provided that Landlord shall not be unreasonably withheld liable for any such injury or delayed) indemnify damage, and save harmless Tenant shall reimburse Landlord for the reasonable attorney's fees and Tenant's beneficiariescosts for the attorney representing both parties, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, all to the extent and in the proportion that such injury results from or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant Upon Tenants request, Landlord or shall at Landlord's agentssole cost and expense, employees or contractors provided, however retain a separate attorney selected by Tenant to represent Tenant in any such suit if Tenant determines that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property representation of both Tenant and Landlord shall in no event be liable for any indirect or consequential damagesby the same attorney would cause conflict of interest; and provided, furtherhowever, that to the extent and the proportion that the injury or damage which is the subject of the suit is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant, Tenant shall reimburse Landlord for the reasonable legal fees and costs of the separate attorney retained by Landlord. The provisions of this Section 4.4 subsection 10.3(b) shall not be applicable to expressly survive the holder expiration or sooner termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject to Landlord shall indemnify, defend, -------------------- protect, and hold harmless Tenant and the limitations of Section 8.4 below and to Tenant Parties from any Claims incurred in connection with or arising from (1) any cause in or about the provisions of Section 8.19 below, to Real Property during the maximum extent this agreement is effective according to law and Lease Term (to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed covered by Landlord's insurance carrier shall be deemed approved by Tenant and for policies carried pursuant to the terms of Section 10.2, below), or (2) any other circumstances such approval shall not be unreasonably withheld negligent acts or delayedomissions or wilful misconduct of any of the Landlord Parties in, on, or about the Premises (subject to the terms of the last sentence of Section 10.1.2, above) indemnify and save harmless Tenant and Tenant's beneficiariesor the Real Property, partnerseither prior to, subsidiariesduring, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, provided that, except as set forth below, the terms of the foregoing indemnity shall not apply to the extent such injury results Claims arise from the negligence or willful wilful misconduct of the Tenant Parties in connection with the Tenant Parties' activities in, on, or about the Real Property. Notwithstanding the foregoing, because Landlord or is required to maintain pursuant to the terms of Section 10.2, below, insurance on the Building and Real Property and Tenant compensates Landlord for such insurance as part of Operating Expenses, Landlord hereby agrees to protect, defend, indemnify and hold Tenant harmless from any Claims with respect to the Building and Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal equipment and property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except Real Property to the extent otherwise agreed such Claim is covered by such holder in any SubordinationLandlord's insurance, Non-Disturbance and Attornment Agreement by and between even if resulting from the negligent acts or wilful misconduct of the Tenant and such holderParties.

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but subject to the limitations in Section 16.24 and in Section 13.3 and Section 13.14 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or willful misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsany Landlord Party, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 13.2 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Complex or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Complex or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law. The terms of this Section 13.2 shall survive any termination or expiration of this Lease.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin arising from any injury to any person occurring in the Premises, in the Buildings or on the Site from and after the date that possession Landlord commences construction of the Premises is first delivered to Tenant Landlord's Work and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecti ng, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder.

Landlord’s Indemnity. Subject to the limitations in Section 29.13 and in Section 10.2 and Section 10.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to indemnify, defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless the Tenant Parties from and against, and Tenant's beneficiaries’s indemnification obligations shall not apply to the extent of, partnersany claim, subsidiariesloss, officersdamage, directorsliability, agents, trustees and employees cost or expense of Tenant (collectively, the "Tenant Parties"but excluding any indirect or consequential damages) from and against any claim arisin arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Project after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsany Landlord Parties, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant. Without limiting the foregoing release and Landlord’s indemnification obligations hereunder, Tenant and shall provide notice of any such third party claim to Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the as soon as practicable. The provisions of this Section 4.4 section shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Project or the Buildings Building (whether or not unless such holder shall be a mortgagee in possession possession), or (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or shall have exercised any rights under a conditionaldeed in lieu of foreclosure, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holdereither of the foregoing.

Landlord’s Indemnity. Subject to Landlord shall indemnify, defend, -------------------- protect, and hold harmless Tenant and the limitations of Section 8.4 below and to Tenant Parties from any Claims incurred in connection with or arising from (1) any cause in or about the provisions of Section 8.19 below, to Real Property during the maximum extent this agreement is effective according to law and Lease Term (to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed covered by Landlord's commercial general liability insurance carrier shall be deemed approved by Tenant and for policies carried pursuant to the terms of Section 10.2 below), or (2) any other circumstances such approval shall not be unreasonably withheld negligent acts or delayed) indemnify and save harmless Tenant and Tenant's beneficiariesomissions or wilful misconduct of any of the Landlord Parties in, partnerson, subsidiariesor about the Premises or the Real Property (subject to the terms of the last sentence of Section 10.1.2, officersabove), directorseither prior to, agentsduring, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, provided that, except as set forth below, the terms of the foregoing indemnity shall not apply to the extent such injury results Claims arise from the negligence or willful wilful misconduct of the Tenant Parties in connection with the Tenant Parties' activities in, on, or about the Real Property. Notwithstanding the foregoing, because Landlord or is required to maintain pursuant to the terms of Section 10.2, below, insurance on the Building and Real Property and Tenant compensates Landlord for such insurance as part of Operating Expenses, Landlord hereby agrees to protect, defend, indemnify and hold Tenant harmless from any Claims with respect to the Building and Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal equipment and property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except Real Property to the extent otherwise agreed such Claim is covered by such holder in any SubordinationLandlord's insurance (or would have been covered by insurance Landlord is obligated to provide hereunder), Non-Disturbance and Attornment Agreement by and between even if resulting from the negligent acts or wilful misconduct of the Tenant and such holderParties.

Landlord’s Indemnity. Subject Landlord shall indemnify, defend and hold Tenant harmless from any and all Claims arising from any activity, work, or thing done by Landlord in or about the Development (exclusive of the Premises). Landlord shall further indemnify, defend and hold Tenant harmless from all Claims arising from any breach or default in the performance of any obligation to be performed by Landlord under the limitations terms of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting Lease or arising from any act, omissionneglect, fault, negligence fault or misconduct omission of Tenant Landlord or of its contractors, agents, licensees, invitees, servants agents or employeesemployees within the Development (exclusive of the Premises) (provided, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant however, it is agreed that tenants or other occupants of the Development and for any other circumstances such approval their respective licensees, invitees, agents or employees shall not be unreasonably withheld deemed to be Landlord's licensees, invitees, agents or delayedemployees) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against all costs, attorneys' fees and costs, expenses and liabilities incurred in connection with such Claims or any claim arisin from any injury action or proceeding brought thereon, but this indemnity shall not extend to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, Claims to the extent such injury results resulting from the negligence negligent acts or omissions or willful misconduct of Landlord Tenant, its employees, agents or licensees, to consequential or punitive damages or to Claims that are covered by property insurance carried by Tenant or required to be carried by Tenant hereunder. In case any action or proceeding shall be brought against Tenant by reason of any such Claims, Landlord, upon notice from Tenant, shall defend the same at Landlord's agents, employees or contractors provided, however expense by counsel approved by Tenant; it being agreed that in no event shall the aforesaid indemnity render Landlord responsible or liable Battle Fowlxx XXX and/or counsel designated by Landlord's insurer are acceptable to Tenant for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderpurpose.

Landlord’s Indemnity. Subject to the limitations in Section 29.13 and in Section 10.2 and Section 10.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Project after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the gross negligence or willful misconduct of Landlord or Landlord's agents’s employees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect consequential, special or consequential punitive damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 section shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Project or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Project or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holdereither of the foregoing.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below23 and 24(a) above, Landlord shall indemnify, defend and protect Tenant and hold Tenant harmless of and from any and all claims, proceedings, loss, cost, damage, causes of action, liabilities, injury or expense arising out of or related to claims of injury to or death of persons, damage to property occurring or resulting directly or indirectly from the maximum extent this agreement is effective according to law and condition or design of the Common Areas, but only to the extent not resulting from that such indemnity obligations of Landlord hereunder would be covered by the proceeds of liability insurance maintained by Landlord or required to be maintained by Landlord under this Lease, such indemnity to include, but without limitation, the obligation to provide all costs of defense against any actsuch claims; provided, omissionhowever, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval that the foregoing indemnity shall not be unreasonably withheld applicable to claims, proceedings, loss, cost, damage, causes of action, liabilities, injury or delayed) expense to the extent arising by reason of the active negligence or willful misconduct of Tenant. The foregoing notwithstanding, Landlord shall not be required to indemnify and save harmless or defend Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any claims, proceedings, loss, cost, damage, causes of action, liabilities, injury or expense arising out of or related to any person occurring in the Premisestheft, in the Buildings or on the Site after the date that possession fire, vandalism, assault, battery, act of God, breaches of security, acts of the Premises is first delivered to Tenant and until public enemy, acts of terrorists or criminals, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, whether or not the negligence of Landlord or its agents or employees was a cause of, or in any way contributed to, such loss, damage, death or injury. The foregoing indemnity shall survive the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that this Lease. Nothing in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder 24(b) shall be a mortgagee in possession of deemed to limit or shall have exercised any rights modify Landlord’s indemnity obligations under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or BuildingsSection 10(c) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance above and Attornment Agreement by and between Tenant and such holderSection 25(f)(iii) below.

Landlord’s Indemnity. Subject To the maximum extent permitted by law, but subject to the limitations in Section 9.3 and in Sections 8.2 and 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or willful misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, in the Buildings Building or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence negligent act or omission or willful misconduct of Landlord or Landlord's agentscontractors, employees agents or contractors employees, or from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease (but only to the extent a specific remedy for such breach or default is not otherwise provided for pursuant to the terms of this Lease); provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; . Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, but not the duty, to defend the claim. The foregoing indemnity and providedhold harmless agreement shall include indemnity for all costs, furtherexpenses and liabilities (including, without limitation, attorneys' fees and disbursements) incurred by the Tenant Parties in connection with any such claim or any action or proceeding brought thereon, and the defense thereof. In addition, in the event that any action or proceeding shall be brought against one or more Tenant Parties by reason of any such claim, Landlord, upon request from the provisions Tenant Party, shall resist and defend such action or proceeding on behalf of this Section 4.4 the Tenant Party by counsel appointed by Landlord's insurer (if such claim is covered by insurance without reservation) or otherwise by counsel reasonably satisfactory to the Tenant Party. The Tenant Parties shall not be applicable to the holder bound by any compromise or settlement of any mortgage now such claim, action or hereafter on proceeding without the Site or the Buildings (whether or not prior written consent of such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderParties.

Landlord’s Indemnity. Subject to Landlord shall indemnify, defend, protect, and hold harmless Tenant its partners, and their respective officers, agents, servants, employees and independent contractors (collectively, “Tenant Parties”) from any Claims incurred in connection with or arising from (i) any cause in the limitations Project but outside of Section 8.4 below and to the provisions of Section 8.19 below, to Premises during the maximum extent this agreement is effective according to law and Lease Term (to the extent not resulting from covered by the general liability insurance required to be carried by Landlord under Section 7.2, below), or (ii) any act, omission, fault, negligence negligent acts or willful misconduct of Tenant any of the Landlord Parties in, on, or its contractorsabout the Project (subject to the terms of the last sentence of Section 7.1.2, agentsabove) either prior to, licenseesduring, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, provided that, except as set forth below, the terms of the foregoing indemnity shall not apply to the extent such injury results Claims arise from the negligence or willful misconduct of the Tenant Parties. Notwithstanding the foregoing, because Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage is required to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable maintain pursuant to the holder terms of any mortgage now or hereafter Section 7.2, below, insurance on the Site or Project and the Buildings (whether or not Premises and Tenant compensates Landlord for such holder shall be a mortgagee in possession insurance as part of or shall have exercised Direct Expenses, Landlord hereby agrees to protect, defend, indemnify and hold Tenant harmless from any rights under a conditional, collateral or other assignment of leases and/or rents respecting, Claims with respect to such property and Landlord’s equipment and property on the Site and/or Buildings) except Project to the extent otherwise agreed such Claim is covered by insurance of the type required to be carried by Landlord under Section 7.2, below, even if resulting from the negligent acts or willful misconduct of the Tenant Parties (except that Tenant shall, in such holder in any Subordinationcase, Non-Disturbance and Attornment Agreement by and between Tenant and such holderbe responsible for deductible amounts, not to exceed $10,000 per occurrence).

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to To the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employeesprohibited expressly by law, Landlord agrees to shall indemnify, defend with counsel first approved by and hold harmless the Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") Related Parties from and against any claim arisin from and all claims, costs, damages, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees and expenses, excluding however any actual, consequential or special damages arising out of Tenant’s inability to process all transactional activity and prepare and present a cash letter to the Federal Reserve Board and all other entities in a timely manner (“Special Damages”) for any: (i) death or personal injury to any person occurring in the Premisespersons, in the Buildings or on the Site after the date that possession of and (ii) damage to the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results arising, in each instance referenced in subsection (i) or (ii), from the negligence or willful misconduct of Landlord, and (iii) default by Landlord or under this Lease which is not cured within the applicable cure period set forth in Section 30.13 hereof. If any such proceeding is filed against any Tenant Related Party, Landlord agrees to defend the Tenant Related Party that is a party in such proceeding at Landlord's agents, employees or contractors provided, however that in ’s sole cost by legal counsel reasonably satisfactory to Tenant. In no event shall Landlord be obligated to indemnify any of the aforesaid indemnity render Landlord responsible or liable Tenant Related Parties for any loss willful or damage to fixtures negligent acts or personal property negligent omissions of or breach of this Lease by any Tenant Related Party. Landlord’s obligations under this Section 14.07 shall survive the expiration or earlier termination of this Lease. Notwithstanding the foregoing, in the event Tenant is prevented from exercising its self- help rights set forth in Section 6.03(b) hereof solely as a result of Landlord’s gross negligence or willful and wanton misconduct and as a result solely of the prevention of Tenant’s exercise of its self-help rights set forth in Section 6.03(b) hereof, Tenant incurs Special Damages, Landlord shall in no event be liable for any indirect therefore. Tenant agrees, notwithstanding Landlord’s gross negligence or consequential damages; and providedwillful misconduct in preventing Tenant’s exercise of its self-help rights pursuant to Section 6.03 hereof, further, that Tenant shall take all commercially reasonable measures to mitigate and/or prevent the provisions incurrence of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderSpecial Damages.

Landlord’s Indemnity. Subject to the limitations in Section 9.3 and in Section 8.2 and Section 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsemployees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to Except as covered under the provisions of Section 8.19 belowSECTION 16.2, Landlord shall indemnify, protect, defend and hold Tenant and its Authorized Representatives harmless from and against all claims, losses or damages and from liability to the maximum extent this agreement is effective according any person on account of any damage to law and person or property to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved caused by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence negligent or willful misconduct of Landlord or its Authorized Representatives or any third party action, claim or suit regarding the Premises or this Lease to the extent such third party action, claim or suit arises as a result of an act or failure to act on the part of Landlord. Landlord shall not be responsible or liable at any time for damage to Tenant's agentsequipment, employees fixtures or contractors providedother personal property or to Tenant's business, however and Landlord shall not be responsible or liable to Tenant or to those claiming by, through or under Tenant for any damage to person or property that in no event may be occasioned by the acts or omissions of third parties and Landlord shall the aforesaid indemnity render Landlord not be responsible or liable for any loss defect in the Premises or any of the equipment, machinery, utilities, appliances or apparatus therein, nor shall it be responsible or liable for any damage to fixtures any person or personal to any property of Tenant and Landlord shall or other person caused by bursting, breakage or leakage, including roof leaks, steam or the running, seepage or overflow of water or sewage in no event be liable any part of the Premises or for any indirect damage caused by or consequential damages; and providedresulting from acts of God or the elements or for any damage caused by or resulting from any defect or negligence in the occupancy, furtherconstruction, that the provisions of this Section 4.4 shall not be applicable to the holder operation or use of any mortgage now of the Premises, building, machinery, apparatus or hereafter on equipment by any other person or by or from the Site acts or negligence of any occupant of the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditionalPremises, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed such defect, damage or loss is caused by the negligent or willful misconduct of Landlord or its Authorized Representatives. In the event Tenant, without fault on Tenant's part, is made a party to any litigation commenced by or against Landlord, then Landlord shall protect, defend, indemnify, and hold Tenant harmless and shall pay all costs, expenses and attorneys' fees incurred or paid by Tenant in connection with such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderlitigation.

Landlord’s Indemnity. Subject Notwithstanding anything to the limitations contrary contained in Sections 10.01 or 10.02 above, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's negligence or willful misconduct or that of Landlord's agents or employees in connection with Landlord's activities on or about the Premises, the Building or the Facility (including the Common Areas), and, subject to the terms of Section 8.4 below 10.06 below, Landlord hereby indemnifies and agrees to protect, defend and hold Tenant harmless from and against any liability for injury, loss, accident or damage to any person or property resulting from Landlord's negligence or willful misconduct in connection with Landlord's activities in or about the Building or the Facility. Such exclusion from Tenant's indemnity and such agreement by Landlord to so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and Lease to the extent not resulting from any actthat such policies cover (or, omissionif such policies would have been carried as required, fault, negligence or misconduct would have covered) the result of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the gross negligence or willful misconduct of Landlord or those of its agents or employees. In case any action or proceeding is brought against Tenant by reason of any claims or liability within the limits of the foregoing indemnity, Landlord shall defend such action or proceeding at Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of sole expense by counsel selected by Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable satisfactory to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderLandlord.

Landlord’s Indemnity. Subject to Landlord will protect, indemnify, save harmless and defend Tenant and the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct members of Tenant or and its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees agents and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premisesall liabilities, in the Buildings or on the Site after the date that possession obligations, claims, damages, penalties, causes of the Premises is first delivered to Tenant action, costs and until the expiration or earlier termination of the Lease Termexpenses (including reasonable attorneys’ fees and expenses), to the extent such injury results permitted by law, imposed upon or incurred by or asserted against Tenant by reason of: (a) any items excluded from the negligence definition of “Impositions” pursuant to Article 34 hereof, (b) any failure on the part of Landlord to perform or comply with any of the terms of this Lease or the Ground Lease; and (c) the violation of any Hazardous Materials Law during any period of time during which Landlord has re-entered and repossessed the Premises after Tenant’s abandonment thereof or otherwise caused by Landlord. Any amounts which become payable by Landlord under this Section 19.2 shall be paid within thirty (30) days after liability therefore on the part of Tenant is finally determined by litigation or otherwise (including the expiration of any time for appeals) and, if not timely paid, shall bear interest (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. Landlord, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant and its partners, officers, agents and employees, or may compromise or otherwise dispose of the same as reasonable acceptable to Tenant. Tenant shall cooperate with Landlord in a reasonable manner to permit Landlord to satisfy Landlord’s obligations hereunder, including the execution of any instruments or documents reasonably requested by Landlord. Nothing herein shall be construed as indemnifying Tenant or its agents for their own negligent acts or omissions or willful misconduct misconduct. Landlord’s liability for a breach of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 19.2 shall not be applicable to the holder survive any termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject to the limitations of in Section 8.4 below of this Lease and to in the provisions of Section 8.19 below5.7.2 and Section 5.7.13 of this Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless the Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") Parties from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Property after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of any Landlord Party, or Landlord's agents, employees from any breach or contractors default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site Property or the Buildings Building(s) (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building(s), the Site and/or Buildings) except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holdereither of the foregoing.

Landlord’s Indemnity. Subject To the fullest extent permitted by law, but subject to the express limitations of Section 8.4 below and to on liability contained in this Lease (including, without limitation, the provisions of Section 8.19 belowSections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend (with attorneys reasonably acceptable to Tenant), indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising from the maximum extent this agreement is effective according maintenance or repair of the Common Areas, the Project and/or the Building by Landlord or its employees, authorized agents or contractors; provided that Landlord shall have no obligation to law and indemnify, save or hold harmless Tenant for any claims, liabilities, costs or expenses to the extent not resulting from any act, omission, fault, the same is caused by the negligence or willful misconduct on the part of Tenant, or its agents, employees, licensees or invitees, or for which Landlord is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the Common Areas, the Project or the Building by Landlord or its contractors, agents, licensees, invitees, servants authorized agents or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by accept any tender defense for Tenant and for shall, notwithstanding any other circumstances allegation of negligence or willful misconduct on the part of Tenant, defend Tenant and protect and hold Tenant harmless and pay all cost, expense and attorneys’ fees incurred in connection with such approval litigation, provided that Landlord shall not be unreasonably withheld liable for any such injury or delayed) indemnify damage, and save harmless Tenant shall reimburse Landlord for the reasonable attorney’s fees and Tenant's beneficiariescosts for the attorney representing both parties, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, all to the extent and in the proportion that such injury results from or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant Upon Tenants request, Landlord or shall at Landlord's agents’s sole cost and expense, employees or contractors provided, however retain a separate attorney selected by Tenant to represent Tenant in any such suit if Tenant determines that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property representation of both Tenant and Landlord shall in no event be liable for any indirect or consequential damagesby the same attorney would cause conflict of interest; and provided, furtherhowever, that to the extent and the proportion that the injury or damage which is the subject of the suit is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant, Tenant shall reimburse Landlord for the reasonable legal fees and costs of the separate attorney retained by Landlord. The provisions of this Section 4.4 subsection 10.3(b) shall not be applicable to expressly survive the holder expiration or sooner termination of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderthis Lease.

Landlord’s Indemnity. Subject to the limitations in Section 9.3 and in Section 8.2 and Section 8.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Office Park after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsLandlord Parties, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to the limitations in Section 16.24 and in Section 13.2 and Section 13.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord waives its right to contribution and agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Property after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agentsemployees, employees or contractors from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord 200 Xxxxxxxxx Xxxxxx – Advent Technologies responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Property or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Property or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to the limitations in Section 29.13 and in Section 10.2 and Section 10.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Project after the date that possession of the Premises is first delivered to Tenant Delivery Date and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the active negligence or willful misconduct of Landlord or Landlord's ’s employees, agents, employees licensees, servants or contractors contractors, or from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; provided, however however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or fixtures, personal property or other property of Tenant Tenant, and Landlord shall in no event be liable for any indirect or consequential damages; and provided. Tenant shall provide notice of any such third party claim to Landlord as soon as practicable. Landlord shall have the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site Premises or the Buildings Building (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrespecting the Premises or Building), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holdereither of the foregoing.

Landlord’s Indemnity. Subject to Landlord shall indemnify, defend, -------------------- protect, and hold harmless Tenant and the limitations of Section 8.4 below and to Tenant Parties from any Claims incurred in connection with or arising from (1) any cause in or about the provisions of Section 8.19 below, to Real Property during the maximum extent this agreement is effective according to law and Lease Term (to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed covered by Landlord's commercial general liability insurance carrier shall be deemed approved by Tenant and for policies carried pursuant to the terms of Section 10.2 below), or (2) any other circumstances such approval shall not be unreasonably withheld negligent acts or delayed) indemnify and save harmless Tenant and Tenant's beneficiariesomissions or wilful misconduct of any of the Landlord Parties in, partnerson, subsidiariesor about the Premises or the Real Property (subject to the terms of the last sentence of Section 10.1.2, officersabove), directorseither prior to, agentsduring, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, provided that, except as set forth below, the terms of the foregoing indemnity shall not apply to the extent such injury results Claims arise from the negligence or willful wilful misconduct of the Tenant Parties in connection with the Tenant Parties' activities in, on, or about the Real Property. Notwithstanding the foregoing, because Landlord or is required to maintain pursuant to the terms of Section 10.2, below, insurance on the Building and Real Property and Tenant compensates Landlord for such insurance as part of Operating Expenses, Landlord hereby agrees to protect, defend, indemnify and hold Tenant harmless from any Claims with respect to the Building and Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal equipment and property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except Real Property to the extent otherwise agreed such Claim is covered by such holder in any SubordinationLandlord's insurance, Non-Disturbance and Attornment Agreement by and between even if resulting from the negligent acts or wilful misconduct of the Tenant and such holderParties.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below Landlord shall indemnify, defend and to the provisions of Section 8.19 belowhold harmless Tenant, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agentsbeneficiaries, trustees shareholders, partners, agents and employees (collectively, the herein "Tenant PartiesIndemnitee") from all fines, suits, procedures, claims, and against actions, of every kind and all costs associated therewith, including attorney and consultant fees, arising out of or in any claim arisin way connected with any deposit, spill, discharge, or other release or a regulated substance (herein "Occurrence"), at or from the regional development, that occurred prior to the date on which the NJDEP (as defined in 7.03) issued the No Further Action Letter (as defined in 7.03), except to the extent that the Indemnitee contributed to the Occurrence and except to the extent that Tenant fails to give notice(s) to Landlord as herein required (and then only to the extent of the additional cost or prejudice which is due to the failure to give notice(s)), but in no event shall the foregoing indemnity be of any injury force or effect if Tenant fails to execute timely deliver to Landlord the Certification as defined in 7.03. Tenant acknowledges and agrees to execute and deliver to Landlord, simultaneous with Tenant's execution of this Lease and delivery thereof to Landlord, the Certification as defined in 7.03. Tenant further agrees to immediately give notice to Landlord, to the extent Tenant has knowledge of any Occurrence or any event which may give rise to an Occurrence, including without limitation, notice of any governmental inquiry, action or proceeding and a copy of any written notice, document, violation or inquiry related an Occurrence or pursuant to any person occurring Environmental Law. Notwithstanding anything in this Lease to the Premisescontrary, in no event shall Landlord be liable for indirect or consequential damages including, without limitation, lost profits and in no event shall Landlord be liable to the Buildings extent the damage is covered by Tenant's insurance or on is required to be covered by the Site after the date that possession insurance which Tenant is obligated to maintain hereunder (inclusive of the Premises is first delivered to Tenant self-insurance and until deductibles which are Tenant's risk). The indemnity provisions in this Article shall survive the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions term of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderLease.

Landlord’s Indemnity. Subject to the limitations in Section 16.24, Section 13.2, Section 13.3 and Section 13.13 of Section 8.4 below and to the provisions of Section 8.19 belowthis Article, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, the negligence or willful misconduct of the Tenant or its contractors, agents, licensees, invitees, servants or employeesParties, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin by a third party arising from any injury to any person occurring in the Premises, Premises or in the Buildings or on the Site Hub Complex after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents’s agents or employees, employees or contractors provided, however from any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease (but only to the extent that in no event Tenant is subject to a claim asserted by a third party by reason of such breach). Tenant shall the aforesaid indemnity render provide notice of any such third party claim to Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and as soon as practicable. Landlord shall in no event be liable for any indirect or consequential damages; and providedhave the right, furtherbut not the duty, that to defend the claim. The provisions of this Section 4.4 13.2 shall not be applicable to (i) the holder of any mortgage now or hereafter on the Site or the Buildings Hub Complex Mortgagee (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respectingrents), the Site and/or Buildingsor (ii) any person acquiring title as a result of, or subsequent to, a foreclosure of any such mortgage or a deed in lieu of foreclosure, except to the extent otherwise agreed of liability insurance maintained by such holder either of the foregoing. The indemnification rights of Tenant provided in this Lease are its exclusive indemnification rights with respect to this Lease. Tenant waives any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderadditional rights to indemnification it may have against Landlord Parties with respect to this Lease under common law.

Landlord’s Indemnity. Subject to The Landlord shall, upon timely receipt of written notice, indemnify, defend and hold the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin and all suits, claims, and demands (i) arising out of injury or damage occurring at the Premises or Lot or Office Park because of the negligence or willful acts of Landlord, its agents, servants, contractors and/or employees including any construction activity undertaken by Landlord pursuant to the terms of this Lease and/or (ii) resulting from the failure of Landlord to perform and discharge its covenants and obligations under this Lease. In no event is Landlord obligated to indemnify, defend or save harmless Tenant from any injury loss, injury, or damage, or part thereof, not attributable to Landlord's negligence or willful act or those of its agents, servants, or employees. In the event the Tenant is notified of a claim, action or proceeding, or becomes aware of an occurrence, which may result in indemnification by Landlord as provided above, the Tenant shall give prompt written notice to Landlord and provide complete particulars known by the Tenant. The Tenant shall immediately forward to tire Landlord every demand, notice, summons or other process received by Tenant or its representatives. Landlord has the exclusive right and obligation to defend any person occurring claim, action, or proceeding wherein Tenant is entitled to indemnification under the provisions of this Article, and Landlord may settle any such claim, action, or proceeding without Tenant's consent or approval. The Tenant will fully cooperate with the Landlord in the Premisesdefense or settlement of any claim, action, or proceeding. The covenants and indemnifications set forth in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until this Section shall survive the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holderLease.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to indemnify, protect and defend with counsel first approved by Tenant against and hold Tenant harmless from any and all claims, causes of action, judgments, obligations or liabilities, and all reasonable expenses incurred in investigating or resisting the same (counsel appointed by including reasonable attorneys' fees), on account of, or arising out of, Landlord's, and/or Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the Agents' gross negligence or willful misconduct within (a) the Premises, (b) the exterior of the Building, (c) the Common Areas, and/or (d) the Parcel, and all areas appurtenant thereto. This Lease is made on the express understanding that Tenant shall not be liable for, nor suffer loss by reason of, injury to person or property, from whatever cause, which in any way may be connected with Landlord's, and/or its Agents', acts, omissions, and activities within (a) the Premises, (b) the exterior of the Building, (c) the Common Areas, and/or (d) the Parcel, and all areas appurtenant thereto, including, without limitation, any liability for injury to the person or property of Landlord or Landlord's agentsits Agents. Notwithstanding the foregoing, employees or contractors provided, however that in no event shall Landlord be required to indemnify Tenant in connection with any negligence, misconduct, or conduct in violation of this Lease on the aforesaid indemnity render Landlord responsible part of Tenant, its employees, agents, contractors, or liable for subcontractors and/or other tenants or occupants of any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the other Buildings on the Parcel. The provisions of this Section 4.4 Paragraph 8.A.2 shall not survive the expiration or termination of this Lease. The foregoing indemnity obligation of Landlord is conditioned upon (a) Tenant's notification to Landlord in writing promptly after Tenant becomes aware that such indemnity obligation may apply and (b) Tenant's reasonable cooperation with Landlord in defending and/or settling such claim. Landlord and Tenant shall jointly control the defense (at Landlord's cost), and all related settlement negotiations shall be applicable subject to the holder reasonable approval of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance both Landlord and Attornment Agreement by and between Tenant and such holderTenant.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") from and against any claim arisin arising from any injury to any person occurring in the Premises, in the Buildings or on the Site after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Site and/or Buildings) except to the extent otherwise agreed by such holder in any Subordination, Non-Disturbance and Attornment Agreement by and between Tenant and such holder.

Landlord’s Indemnity. Subject to the limitations of Section 8.4 below and to the provisions of Section 8.19 below, to To the maximum extent this agreement is may be made effective according to law law, and subject to the limitations in Section 8.12 and 8.13 of this Article and in Section 9.3, and to the extent not resulting from any act, omission, fault, the negligence or misconduct of Tenant, any Tenant Party or its any of their respective contractors, agents, licensees, invitees, agents, servants or employees, Landlord agrees to defend with counsel first approved by Tenant (counsel appointed by Landlord's insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant's beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the "Tenant Parties") Parties from and against any claim arisin claims of whatever nature by a third party arising from any injury to any person or property damage occurring in or at the Premises, in the Buildings or on the Site Property after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence negligent act or willful misconduct omission of Landlord or Landlord's agents’s contractors, employees agents or contractors employees; provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any claims for loss of or interruption of Tenant’s business or any other indirect or consequential damages; and provided, further, that the provisions of this Section 4.4 shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other 100 Xxxxxx Xxxxxx – Mimecast Lease assignment of leases and/or rents respecting, the Site and/or Buildings) except ). Landlord shall have the right, but not the duty, to defend the claim. Notwithstanding anything contained herein to the contrary, Landlord shall not be obligated to indemnify Tenant for any claims to the extent otherwise agreed that Tenant’s damages result from the negligence or willful misconduct or breach of this Lease by such holder in Tenant or any Subordination, Non-Disturbance and Attornment Agreement by and between of the Tenant and such holderParties.