Common use of Tenant’s Indemnification Clause in Contracts

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (i) the use, condition, operation or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (vii) and any accident, injury to or death of persons or loss of damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property, provided the express foregoing indemnification provisions shall not apply to any demand, claim, cause of action caused by the gross negligence or implied invitation willful misconduct of Landlord or its employees or agents (provided that Tenant and any of Tenant’s employees, agents, contractors or invitees shall not be an agent of Landlord); [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at Landlord’s rate of return as provided in the Term Sheet. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by proceeding; provided Tenant may settle on terms acceptable to Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (i) the use, condition, operation or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (vii) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or loss of damage to any item of property occurring at the Leased Propertycontracted for Tenant or its employees, agents or contractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests Tenant shall jointly approve or disapprove any settlement offer in an amount of Tenant $500,000 or more made or accepted in connection with any such action action, suit or proceeding. Tenant may solely approve or disapprove a settlement offer in an amount less than $500,000 made or accepted in connection with any such action, suit or proceeding. All amounts payable to Landlord under this section shall be payable on written demand and any such amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that is brought against Tenant by reason of any such occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding. Tenant's counsel canindemnity under this section does not adequately represent the interests include tortiously intentional acts or gross negligence of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by TenantLandlord.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties during the Term of the Lease; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under during the express or implied invitation Term of Tenantthe Lease; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at on or about any Leased Property during the Term of the Lease; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased PropertyProperty during the Term of the Lease as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions attributable to Tenant; except as may be caused by the negligence or wilful misconduct of Landlord. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby ------------------------ agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons any Facility performed by or loss of damage to any item of property occurring at the Leased Propertycontracted for Tenant or its employees, agents or contractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of the express Facility performed by or implied invitation of Tenantcontracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at Landlord’s rate of return as provided in the Commitment. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof proceeding. Nothing in this §5.1 shall be paid for by Tenantconstrued as requiring Tenant to indemnify Landlord with respect to Landlord’s own gross negligence or willful misconduct.

Tenant’s Indemnification. Subject to Section SECTION 4.07, Tenant hereby agrees to indemnify indemnify, defend and hold harmless Landlord, its officers, directors, shareholders, agents, employees, successors and employees assigns, from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section SECTION 9.06) (the "CLAIMS") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased Property; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased Property; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, Tenant its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at on or about the Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to the Leased Property as set forth in SECTION 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employeesofficers, directors, shareholders, employees or agents by reason of any such claimClaim, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition. Nothing herein is intended to have Tenant indemnify or hold harmless Landlord for any actions or failures to act by Landlord, its agents, employees, servants and invitees.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property, provided the express foregoing indemnification provisions shall not apply to any demand, claim, cause of action caused by the gross negligence or implied invitation willful misconduct of Landlord or its employees or agents (provided that Tenant and any of Tenant’s employees, agents, contractors or invitees shall not be an agent of Landlord with respect to this Lease); [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at Landlord’s rate of return as provided in the Term Sheet. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by proceeding; provided Tenant may settle on terms acceptable to Tenant.

Tenant’s Indemnification. Subject to Section 4.074.07 and except for any ------------------------ acts or omissions or negligence, gross negligence or wilful misconduct of Landlord or any of its agents, employees, representatives or contractors, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; and (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the Execution Date, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred during the Term of the Lease and in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions that Tenant incurs. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition. Notwithstanding the foregoing provisions of this Section 5.01, Tenant shall have no obligation to indemnify Landlord for any Claims arising out of the actions or omissions of Landlord, or Landlord's agents, employees or representatives.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, and court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (from [i) ] the use, condition, operation use or occupancy of each Leased Propertythe Premises by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased PropertyPremises; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantPremises; and (vii) [vi] any construction, alterations, changes or demolition of the Premises performed by or contracted for Tenant or its employees, agents or contractors, excluding, however, any claims and any accident, injury to damages arising from Landlord's negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 20 days after demand therefor by Landlord shall bear interest at the maximum permitted interest rate under applicable law. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding proceeding. Notwithstanding anything in this Lease to the contrary, Tenant shall not indemnify or hold Landlord harmless, nor successors or assigns of Landlord, nor Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, and court costs) resulting from a breach of or default under this Lease, or negligence or misconduct on the reasonable costs thereof shall be paid for by Tenantpart of Landlord, the successors and assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents.

Tenant’s Indemnification. Subject to Section 4.074.07 and other than for circumstances involving Landlord's gross negligence or intentional misconduct, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (i) the use, condition, operation or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated incarcerated, held or detained in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (vii) and any accident, injury to or death of persons or loss of damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06ss.8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties (whether such use, condition, operation or occupancy occurred or arose prior to or after the Commencement of this Lease); (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of(i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.0 1(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or contracted for by Tenant or its employees, agents or contractors, provided, however, in no event shall Landlord be indemnified or held harmless for items listed in subsections [i] through [vi] if the claim or loss has resulted from the grossly negligent or willful acts of damage to any item of property occurring at the Leased PropertyLandlord, its employees and agents. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby ------------------------ agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties during the Term of the Lease; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under during the express or implied invitation Term of Tenantthe Lease; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at on or about any Leased Property during the Term of the Lease; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased PropertyProperty during the Term of the Lease as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions attributable to Tenant; except as may be caused by the negligence or wilful misconduct of Landlord. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this Section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements 28 under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or contracted for Tenant or its employees, agents or contractors; provided, however, in no event shall Landlord be indemnified or held harmless if the claim or loss has resulted from the grossly negligent or willful acts or omissions of damage to any item of property occurring at the Leased PropertyLandlord, its employees and agents. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, fees and court costs), and the costs set forth in Section 9.06) incurred in connection with or arising from: (from [i) ] the use, condition, operation use or occupancy of each Leased Property; (the Premises by Tenant or any persons claiming under Tenant, [ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (Premises, [iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (, [iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) kind including, without limitation, any failure to comply with any applicable requirements under the Americans with Disabilities Act, [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Premises, and [vi] any construction, alterations, changes or demolition of the express Premises performed by or implied invitation of Tenant; and (vii) and any accidentcontracted for Tenant or its employees, injury to agents or death of persons or loss of damage to any item of property occurring at the Leased Propertycontractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 20 days after demand therefor by Landlord shall bear interest at the maximum permitted interest rate under applicable law. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding proceeding. Notwithstanding anything in this Lease to the contrary, Tenant shall not indemnify or hold Landlord harmless, nor successors or assigns of Landlord, nor Landlord's and such successor's and assign's directors, officers, employees and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, and court costs) to the reasonable costs thereof shall be paid for by Tenantextent resulting from a breach of or default under this Lease, or negligence or misconduct on the part of Landlord, the successors and assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition. Nothing herein is intended to have Tenant indemnify or hold harmless Landlord for any actions or failures to act by Landlord, its agents, employees, servants and invitees.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.'s

Tenant’s Indemnification. Subject to Section 4.074.07 and other than for circumstances involving Landlord's gross negligence or intentional misconduct, Tenant hereby agrees to indemnify shall indemnify, defend, save and hold harmless Landlord, its agents, partners, managers and employees of, from and against any and all demands, claims, causes of action, fines, penalties, damages (including including, but not limited to, incidental and consequential damages), losses, liabilities (including including, but not limited to, strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' feesfees and expenses, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising fromfrom any of the following: (ia) the use, condition, operation or occupancy of each Leased Property, including, but not limited to, the presence of any Dangerous Condition (as described in Section 5.06 below) on any Leased Property; (iib) any activity, work, or thing done, or permitted or suffered by or through Tenant in or about the Leased Property; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such personPerson; (ivd) any claim of any person incarcerated incarcerated, held or detained in the Leased PremisesProperty, including claims alleging breach or violation of such person's civil or legal rights; (ve) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such personPerson, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, rule, regulation or governmental requirement of any kind; (vif) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (viig) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, partners, managers or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's sole cost and expense with counsel reasonably satisfactory to LandlordLandlord and Tenant. In the event Landlord reasonably determines that its or its employees', partners', managers' or agents' interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord or such persons therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof and expenses thereof, including all attorneys' fees and expenses, shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07Sections 9.3 and 14.2.2 hereof, and except to the extent caused by the negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction, Tenant hereby agrees to indemnify indemnify, defend, and hold harmless Landlord, its agents, Landlord and employees the Landlord Group (as such term is defined in the Basic Lease Information) from and against (and to reimburse Landlord and the Landlord Group) for any and all demands, claims, causes of actionactions, finessuits, penaltiesproceedings, losses, damages (including including, without limitation, any form of consequential damages), lossesobligations, liabilities (including strict liability)liabilities, judgmentspenalties, fines, costs and expenses (including, without limitation, attorneys' ’ fees, court legal costs, and the other costs set forth in Section 9.06and expenses of defending against any claims, actions, suits, or proceedings) incurred (collectively, “Claims”) arising from, in connection with with, or arising in any manner relating to (or alleged to arise from: , to be in connection with, or to be in any manner related to): (i) the use, condition, operation use or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by the Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant Space or any person claiming under Tenant, portion of the Building or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance Property by Tenant or any person claiming by, through or under Tenant or the employeesTenant, its partners, and their respective officers, agents, contractors, invitees, servants or visitors employees of Tenant or of any such personperson (collectively, “Tenant Parties”), (ii) the acts or omissions of Tenant or any termTenant Party, covenant, or provision (iii) any default of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of by Tenant; and or (viiiv) and any accidentfrom, injury to by or death of persons or loss of damage with regard to any item of property occurring at Colocating Party, regardless Landlord’s negligence. In the Leased Property. If event that any action or proceeding is brought against Landlord, its employees, Landlord or agents any member of the Landlord Group by reason of any such claimClaim, Tenant, Tenant upon notice from Landlord, will Landlord shall defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially at Tenant’s cost and expense by counsel approved by Landlord. Tenant’s obligations under this Section 14.2.1 shall survive the same expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and that Tenant's counsel cannot adequately represent the interests of Landlord thereinBuilding. Notwithstanding any provision to the contrary contained in this Section 14.2, Landlord (aa) nothing contained in this Section 14.2.1 shall have the right be interpreted or used to hire separate counsel in any such action way affect, limit, reduce or proceeding abrogate any insurance coverage provided by any insurer to either Tenant or Landlord; and the reasonable costs thereof (bb) insurable risks and events that are otherwise covered by Section 9.2 or 9.3 of this Lease, and interruptions of services that are otherwise governed by Section 7.6 of this Leases shall be paid for governed by Tenantsaid Sections 9.2, 9.3 and 7.6, respectively, and are, collectively, excluded from the terms of this Section 14.2.1. This indemnity provision shall survive the termination or expiration of this Lease.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or loss of damage to any item of property occurring at the Leased Propertycontracted for by Tenant or its employees, agents or contractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold -------------------------- harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant Ten ant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of the express Facility performed by or implied invitation of Tenantcontracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at five percent (5.00%) per annum above the prime interest rate in effective from time to time as published on the website of the Federal Reserve Board at http:/wxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xxxx/xxxxxxx.xxx). In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof proceeding. Nothing in this 5.1 shall be paid for by Tenantconstrued as requiring Tenant to indemnify Landlord with respect to Landlord's own gross negligence or willful misconduct.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06ss.8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or contracted for Tenant or its employees, agents or contractors; provided, however, in no event shall Landlord be indemnified or held harmless if the claim or loss has resulted from the grossly negligent or willful acts or omissions of damage to any item of property occurring at the Leased PropertyLandlord, its employees and agents. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and ------------------------ hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06(S)8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or loss of damage to any item of property occurring at the Leased Propertycontracted for Tenant or its employees, agents or contractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests Tenant shall jointly approve or disapprove any settlement offer in an amount of Tenant $500,000 or more made or accepted in connection with any such action action, suit or proceeding. Tenant may solely approve or disapprove a settlement offer in an amount less than $500,000 made or accepted in connection with any such action, suit or proceeding. All amounts payable to Landlord under this section shall be payable on written demand and any such amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that is brought against Tenant by reason of any such occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding. Tenant's counsel canindemnity under this section does not adequately represent the interests include tortuously intentional acts or gross negligence of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by TenantLandlord.

Tenant’s Indemnification. Subject to Section 4.07Tenant shall indemnify, Tenant hereby agrees to indemnify defend and hold harmless Landlord, its partners, shareholders, officers, directors, affiliates, agents, employees and employees contractors, harmless from and against any and all demandsliability for injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, causes of actiondemands, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses costs (including, without limitation, reasonable attorneys' fees), court costs, and the costs set forth in Section 9.06) incurred in connection with damages or expenses of any kind arising from: (i) therefrom which may be brought or made against Landlord or which Landlord may pay or incur by reason of the use, condition, operation or occupancy and enjoyment of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance Premises by Tenant or any person claiming invitees, sublessees, licensees, assignees, employees, agents or contractors of Tenant or holding under Tenant from any cause whatsoever other than the gross negligence or the willful misconduct or omission by Landlord, its agents or employees. Landlord, its partners, shareholders, officers, directors, affiliates, agents, contractorsemployees and contractors shall not be liable for, inviteesand Tenant hereby waives all claims against such persons for, damages to goods, wares and merchandise in or upon the Premises, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage for injuries to the person, property or business of Tenant, its agents or third persons in or upon the Premises, from any cause whatsoever other than (a) the gross negligence or willful misconduct or omission by Landlord, its agent or employees, for which Landlord shall indemnify, defend and hold Tenant, its partners, shareholders, officers, directors, affiliates, agents, employees and contractors, invitees, visitors, or harmless from any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (vii) and any accident, all liability for injury to or death of persons any person, or loss of or damage to the property of any item person, and all actions, claims, demands, costs (including, without limitation, reasonable attorneys' fees), damages or expenses of property occurring at the Leased Property. If any action kind arising therefrom which may be brought or proceeding is brought made against Tenant or which Tenant may pay or incur by reason of such gross negligence or willful misconduct or omission by Landlord, its employees, agents or agents by reason of any such claim, Tenant, upon notice from employees (b) claims to which Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenantindemnification obligations under Section 9.6(g) apply.