Common use of Indemnification by Tenant Clause in Contracts

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.

Indemnification by Tenant. Except To the fullest extent allowed by law, Tenant shall at all times indemnify, protect, defend with legal counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's shareholders, officers, directors, partners, employees, lender, managing agent, successors and/or assigns (collectively, "Landlord's Indemnities") harmless against and from any and all claims, costs, liabilities, actions and damages (including, without limitation, attorneys' fees and costs and costs related to the enforcement of this indemnity provision) arising from or out of any occurrence in, upon or about the Premises or the occupancy or use by Tenant of the Premises, or the condition of the Premises to the extent caused by any act or omission of Tenant, its agents, contractors, servants, tenants, invitees (i.e. persons directed or requested by Tenant to enter the sole negligencePremises) or licensees (collectively "Tenant's Agents") or arising from any act or negligence of Tenant or Tenant's Agents, gross negligence or willful misconduct of a default by Tenant under this Lease or, to the extent covered by insurance Tenant is required to carry under this Lease, arising from any of the Indemnified Landlord Partiesaccident, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage whatsoever caused to any person, or entity occurring during the Term on of this Lease, in or about the Property Premises, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon. Notwithstanding the foregoing, Tenant shall not have any liability hereunder or otherwise with respect to any claim, cost, liability, action or damage caused by Tenant the negligence or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors wilful misconduct of Landlord or contractors, and shall, at its own expense, defend, indemnify and save harmless any of Landlord's Indemnitees or Landlord's Agents or any material default by Landlord and the other Indemnified Landlord Parties against all Claims under this Lease. In case any action or proceeding be brought against Landlord and/or the other Indemnified Landlord Partiesby reason of any such claim, for which Tenant is responsible for indemnification hereunderTenant, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice from Landlord, covenants to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable action or proceeding by counsel reasonably satisfactory to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, demands, liability, loss, or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant's use or occupancy of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Project, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the term of this Lease. This indemnification by Tenant shall include indemnity for the acts or omissions of Landlord and its agents, servants, and employees to the fullest extent caused allowed by the sole negligencelaw, except for gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Landlord. Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expensefurther indemnify, defend, indemnify and save hold harmless Landlord against and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge from any and all judgmentsclaims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, liabilitiesattorney's fees, lossesexpenses, and liabilities incurred as a result of any such claim, action or proceeding. Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause other than causes solely as a result of Landlord's negligent or intentional acts or omissions, and Tenant hereby waives all claims in respect thereof against Landlord. Tenant's obligation to indemnify under this paragraph shall include attorney's fees, investigation costs, and other reasonable costs, expenses, including reasonable attorneys’ feesand liabilities incurred by Landlord. If the ability of Tenant to use the Premises or the Project is interrupted for any reason, charges and disbursements, that arise therefrom. In no event Landlord shall Tenant not be liable to Landlord Tenant for any loss or any Indemnified Landlord Party under this Lease damages occasioned by such loss of use, unless said interruption is solely as a result of Landlord's gross negligence or at law or in equity for punitive damagesintentional misconduct.

Indemnification by Tenant. Except to the extent caused by the sole negligenceactions or omissions of Landlord (or its agents, gross negligence employees or willful misconduct of any of the Indemnified Landlord Partiesaffiliates), Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless hold Landlord and Landlord’s trustees, and their respective officers, managers, agents directorseach of its partners (if applicable), employees, subsidiariesagents, affiliatesattorneys, shareholders, officers, successors and assigns (collectivelyassigns, the “Indemnified Landlord Parties”) free and harmless from and against any and all costs (including reasonable attorneys’ feesclaims, charges and disbursements)actions, causes of action, liabilities, penalties, forfeitures, damages, liabilitieslosses or expenses (including, losseswithout limitation, suits attorneys’ fees and costs through litigation and all appeals) resulting from death of or claims injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by (collectivelya) any Tenant Contamination, “Claims”)(b) Tenant’s failure to comply with any Hazardous Materials Laws with respect to Tenant Contamination of the Ground Leased Premises, for bodily or personal injury (c) a breach of any covenant, warranty or property damage occurring during representation of Tenant under this Section 4.2. Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean-up or detoxification or decontamination of the Term on Premises, and the Property caused preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by Tenant or its officers, managersemployees, agents, directorsassignees, subsidiariesTenants, affiliatessublessees, successorscontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, assignsintentional, invitees, visitors willful or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails unlawful) shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease, free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”cost of reasonable investigation and testing, reasonable consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) against all costs or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Premises or the Property, or damages arising from any adverse impact on marketing of space in the Premises or the Property), diminution in the value of the Premises or the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ feesfees and costs) or death of or injury to any person or damage to any property whatsoever, charges and disbursements)arising from or caused in whole or in part, damagesdirectly or indirectly by (i) any Tenant’s Contamination, liabilities(ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Premises, lossesor (iii) offsite disposal or transportation of Hazardous Materials on, suits from, under or claims (collectively, “Claims”), for bodily about the Premises or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, and shallwhether foreseeable or unforeseeable, at its own expenseall costs of any required or necessary repair, defendclean up or detoxification or decontamination of the Premises, indemnify and save harmless Landlord and the preparation and implementation of any closure, remedial action or other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant required plans in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesconnection therewith.

Indemnification by Tenant. Except Tenant shall and does hereby agree to defend indemnify and hold Landlord harmless from any liabilities, claims, demands, actions, damages, and expenses, including reasonable attorney’s fees and expenses of litigation, arising from Tenant’s use of the Premises or its business operations therein, from any breach or default of Tenant of its obligations under this Lease, or from the negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees; provided, however, Tenant’s obligations hereunder shall not apply to the extent caused by such liabilities, claims, demands, actions, damages or expenses arise solely from the sole negligence, gross negligence or willful misconduct of Landlord. Landlord shall not be liable for injury or damage which may be sustained by the person, goods, merchandise or other personal property of Tenant or any other person in or about the Premises resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into the Premises, or from the breakage, leakage, obstruction or other defects in the pipes, sprinklers, wires, appliances, plumbing air conditioning or lighting fixtures of the Indemnified Landlord Partiessame, whether such damage or injury results from conditions arising on the Premises or other sources. Tenant shall defend, indemnify and save harmless Landlord hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause except for the Landlord’s breach of its obligations under this Lease and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified gross negligence or willful misconduct. Tenant shall give Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits prompt notice of any casualty or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant accident in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesPremises.

Indemnification by Tenant. Except as otherwise expressly provided for in this Lease, Tenant shall indemnify, defend and hold Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors harmless from any and all liability for injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, demands, costs (including, without limitation, reasonable attorneys’ fees), damages or expenses of any kind arising therefrom which may be brought or made against Landlord or which Landlord may pay or incur by reason of the use, occupancy and enjoyment of the Center by Tenant or any invitees, sublessees, licensees, assignees, employees, agents or contractors of Tenant or holding under Tenant from any cause whatsoever except to the extent caused by the sole negligence, same results from gross negligence or willful misconduct or omission by Landlord or its agents, employees or contractors or from Landlord’s breach of any of the Indemnified Landlord Partiesits obligations under this Lease. Except as otherwise expressly provided for in this Lease, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesits members, and their respective partners, shareholders, officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsemployees and contractors shall not be liable for, and shallTenant hereby waives all claims against such persons for, at damages to goods, wares and merchandise in or upon the Center, or for injuries to Tenant, its own expenseagents or third persons in or upon the Center, defend, indemnify and save harmless Landlord and the from any cause whatsoever other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, than gross negligence or willful misconduct or omission by Landlord or any Indemnified Landlord Party (at its optionagents, but without being obligated to do so) may, at the reasonable cost and expense to employees or contractors or Landlord’s breach of its obligations under this Lease. Tenant and upon shall give prompt notice to Tenant in Landlord of any casualty or accident in, on or about the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesCenter.

Indemnification by Tenant. Except Tenant hereby agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteeshold Landlord harmless from and against any and all losses, and their respective officersliabilities, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements)strict liability, damages, liabilitiesinjuries, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees' fees for attorneys of Landlord's choice, charges costs of any settlement or judgment and disbursementsclaims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Landlord by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from the Premises of any Hazardous Waste (including, without limitation, any losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys' fees for attorneys of Landlord's choice, costs of any settlement or judgment or claims asserted or arising under any Environmental Law, and any and all other statutes, laws, ordinances, codes, rules, regulations, orders or decrees regulating, with respect to or imposing liability, including strict liability, substances or standards of conduct concerning any Hazardous Waste), regardless of whether within Tenant's contract provided that arise therefromthe foregoing was occasioned by the acts or negligence of Tenant, its agents, employees or licensees. In no event The aforesaid indemnification and hold harmless agreement shall Tenant be liable to benefit Landlord from the date hereof and shall continue notwithstanding any termination of the Lease and, without limiting the generality of the foregoing such obligations shall continue for the benefit of Landlord and. any subsidiary of Landlord during and following any possession of the Premises thereby or any Indemnified Landlord Party under this Lease ownership of the Premises thereby, whether arising by eviction, surrender by Tenant or at law or in equity for punitive damagesotherwise, such indemnification and hold harmless agreement to continue forever.

Indemnification by Tenant. Except Tenant shall protect, indemnify, defend and save harmless Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses), imposed upon or incurred by or asserted against Landlord or the Demised Premises by reason of any death of, or injury to, any person or damage to property (i) occurring in, upon or about the Demised Premises (other than to the extent arising as a result of Landlord’s active negligence or willful misconduct), (ii) arising from -or out of any act or omission of Tenant, its agents, contractors, employees, servants, tenants and invitees (“Tenant’s Agents”), (iii) arising from or out of any use, nonuse or condition of the Demised Premises or any part thereof or the adjoining sidewalks, curbs, vault space, if any, streets or ways (except to the extent caused by Landlord’s failure to maintain any such areas which are, under this Lease, Landlord’s obligation to maintain), or (iv) arising out of any failure on the sole negligencepart of Tenant to perform or comply with any of the terms of this Lease, gross except to the extent arising from Landlord’s active negligence or willful misconduct or from the acts or omissions of any of other tenant(s) in the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and Building or the Additional Improvements or their respective officersagents, managers, agents directorscontractors, employees, subsidiariesservants or invitees. In case any action, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits suit or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims proceeding is brought against Landlord and/or the other Indemnified Landlord Partiesby reason of any such occurrence, for which Tenant is responsible for indemnification hereunderTenant, upon Landlord’s request, shall at Tenant’s expense resist and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Landlord, subject to Tenant’s reasonable approval. The obligation of Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagessection shall survive any termination of this Lease.

Indemnification by Tenant. Except Tenant hereby agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save Landlord harmless Landlord and Landlord’s trusteesfrom all claims, and their respective officersactions, managersjudgments, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilitiessuits, losses, suits or claims (collectivelyfines, “Claims”)penalties, for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officersdemands, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, costs and shall, at its own expense, defend, indemnify expenses and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expensesliability whatsoever, including reasonable attorneys’ fees, charges expert fees and disbursementscourt costs (“Indemnified Claims”) on account of (i) any damage or liability occasioned in whole or in part by any use or occupancy of the Premises or by any act or omission of Tenant or the Tenant Parties, that arise therefrom(ii) the use of the Premises and Common Areas and conduct of Tenant’s business by Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises, Landlord’s Building or elsewhere on the Shopping Center; and/or (iii) any default by Tenant of any obligations on Tenant’s part to be performed under the terms of this Lease. In no event shall Tenant be liable to case any action or proceeding is brought against Landlord or any Landlord Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld. Tenant shall not be liable for damage or injury occasioned by the gross negligence or willful acts of Landlord Party or its agents, contractors, servants or employees unless such damage or injury arises from perils against which Tenant is required by this Lease to insure and then only to the extent of such insurance. Tenant’s indemnification obligation under this Lease Section 11.2 shall survive the expiration or at law or earlier termination of this Lease. Tenant’s covenants, agreements and indemnification in equity for punitive damagesSections 11.1, 11.2 and 11.7, are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease.

Indemnification by Tenant. Except Tenant will indemnify Landlord for, and hold harmless Landlord from and against (a) all fines, suits, claims, demands, liabilities, and actions (including costs and expenses of defending against all such actions) resulting or alleged to result from any breach, violation or nonperformance of any covenant or condition hereof by Tenant, and (b) all claims, demands, actions, damages, losses, costs, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the sole negligencepart of Tenant, gross Landlord or any of their respective agents, servants, employees, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, patrons, guests, licensees or invitees of any law, ordinance or regulation, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, patrons, guests, licensees or invitees of the Premises, the Common Area or the Landlord's cafeterias or recreational facilities; provided, however, that the foregoing indemnity shall not apply to the extent such claims result from the negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and or Landlord’s trustees, and their respective 's officers, managers, agents directorsagents, employees, subsidiariescustomers, affiliateslicensees or invitees. Landlord shall not be liable for any damages to or loss of Tenant's personal property, successors and assigns (collectivelyinventory, fixtures, or improvements from any cause whatsoever, except the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ feesnegligence or willful misconduct of Landlord, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directorsemployees, subsidiariescustomers, affiliates, successors, assigns, licensees or invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and then only to the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails extent not covered by insurance to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to be obtained by Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under accordance with this Lease or at law or in equity for punitive damagesLease.

Indemnification by Tenant. Except Subject to the extent waiver of subrogation provisions contained in Article 7 and except as expressly set forth to the contrary in this Lease, from and after the Substantial Completion Date Tenant shall indemnify and save Landlord and Landlord’s Representatives harmless of and from all loss, cost, liability, claim, damage and expense, including, without limitation, reasonable attorneys’ fees, penalties and fines incurred by Landlord in connection with or arising from: (a) the use or occupancy of the Premises by Tenant or anyone claiming under Tenant, but excluding (from the indemnity provision) loss, cost, liability, claim, damage or expense caused by the sole negligence, gross negligence or willful misconduct of Landlord or any of Landlord’s Representatives, and (b) any acts, omissions, or negligence of Tenant or any of the Indemnified Landlord Tenant Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectivelyin or about the Premises, the “Indemnified Landlord Parties”) Building or the Property, either prior to or during the Term, including any acts, omissions or negligence in making or performing of any Tenant’s Alterations. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including including, without limitation, reasonable attorneys’ fees, charges fees and disbursements)) incurred in or in connection with any such claim or proceeding brought thereon, damagesand the defense thereof, liabilities, losses, suits or but except with respect to claims (collectively, “Claims”), for with respect to bodily or personal injury or death, shall be limited to the extent any insurance proceeds collectible by Landlord under policies owned by Landlord or such injured party with respect to such damage or injury are insufficient to satisfy same. Any Building employees to whom any personal property damage occurring during the Term shall be entrusted by or on the Property caused by behalf of Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsshall be deemed to be acting as Tenant’s agents with respect to such personal property, and shall, at its own expense, defend, indemnify and save harmless neither Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant nor Landlord’s Representatives shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable for any loss of or damage to Landlord any such property by theft or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesotherwise.

Indemnification by Tenant. Except Provided Landlord delivers to Tenant relevant reports with reference to the Premises that Landlord has in its possession, and allows Tenant, the right to contact Landlord’s preferred vendors who have inspected the Property, Building and Premises (provided that any such communication with Landlord’s preferred vendors also includes a representative of Landlord in any such communications), and provided Tenant is allowed access to conduct its own Phase I prior to the execution of this Lease, Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord, each of Landlord’s directors, managers, officers, shareholders, members, partners, employees, representatives, agents, and attorneys, any lender having a lien on or covering the Property or any part thereof, any entity or person named or required to be named as an additional insured in Paragraph 14.2, and the respective successors and assigns of all of the foregoing persons free and harmless from and against any and all claims, actions, causes of action (including, without limitation, remedial and enforcement actions of any kind, informal or formal administrative or judicial proceedings, and orders or judgments arising therefrom), liabilities, penalties, forfeitures, damages (including, without limitation, damages for the loss or restriction or use of rentable space or any amenity of the Premises or the Property, diminution in the value of the Premises or the Property, fines, injunctive relief, losses or expenses (including, without limitation, the costs of investigation and testing and reasonable consultants’ and attorneys’ fees and costs) or death of or injury to any person or damage to any property whatsoever, to the extent caused arising from or caused, in whole or in part, directly or indirectly, by (A) any Tenant’s Contamination, (B) Tenant’s or any Tenant’s Representative’s failure to comply with any Hazardous Materials Laws with respect to the sole negligencePremises, gross negligence or willful misconduct (C) offsite disposal or transportation of any of Hazardous Materials on, from, under or about the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits Premises or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsany Tenant’s Representative. Tenant’s obligations hereunder shall include without limitation, and shallwhether foreseeable or unforeseeable, at its own expenseall costs of any required or necessary repair, defendcleanup or detoxification or decontamination of the Premises, indemnify and save harmless Landlord and the preparation and implementation of any closure, remedial action or other Indemnified Landlord Parties against all Claims brought against Landlord and/or required plans in connection therewith. For purposes of the other Indemnified Landlord Partiesindemnity provisions hereof, for which any acts or omissions of Tenant is responsible for indemnification hereunderor by any Tenant Representative (whether or not they are negligent, and if Tenant fails intentional, willful or unlawful) shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except Tenant will indemnify Landlord for, and hold harmless Landlord from and against (a) all fines, suits, claims, demands, liabilities, and actions (including costs and expenses of defending against all such actions) resulting or alleged to result from any breach, violation or nonperformance of any covenant or condition hereof by Tenant, and (b) all claims, demands, actions, damages, losses, costs, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the sole negligencepart of Tenant, gross or any of their agents, servants, employees, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, patrons, guests, licensees or invitees of any law, ordinance or regulation, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, patrons, guests, licensees or invitees of the Premises or the Common Area; provided, however, that the foregoing indemnity shall not apply to the extent such claims result from the negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and or Landlord’s trustees, and their respective 's officers, managers, agents directorsagents, employees, subsidiariescustomers, affiliateslicensees or invitees. Landlord shall not be liable for any damages to or loss of Tenant's personal property, successors and assigns (collectivelyinventory, fixtures, or improvements from any cause whatsoever, except the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ feesnegligence or willful misconduct of Landlord, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directorsemployees, subsidiariescustomers, affiliates, successors, assigns, licensees or invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and then only to the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails extent not covered by insurance to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to be obtained by Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under accordance with this Lease or at law or in equity for punitive damagesLease.

Indemnification by Tenant. Except Subject to the extent waiver of subrogation provisions contained in Article 7 and except as expressly set forth to the contrary in this Lease, from and after the Substantial Completion Date Tenant shall indemnify and save Landlord and Landlord’s Representatives harmless of and from ail loss, cost, liability, claim, damage and expense, including, without limitation, reasonable attorneys’ fees, penalties and fines incurred by Landlord in connection with third party claims arising from: (a) the use or occupancy of the Premises by Tenant or anyone claiming under Tenant in violation of Tenant’s obligations under this Lease, and (b) any acts, omissions, or negligence of Tenant or any of the Tenant Parties, in or about the Premises, the Building or the Property, either prior to or during the Term, including any acts, omissions or negligence in making or performing of any Tenant’s Alterations but, in all cases, excluding (from the indemnity provision) loss, cost, liability, claim, damage or expense caused by the sole negligence, gross negligence or willful misconduct of Landlord or any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesRepresentatives, This indemnity and their respective officershold harmless agreement shall include indemnity from and against any and all liability, managersfines, agents directorssuits, employeesdemands, subsidiariescosts and expenses of any kind or nature (including, affiliateswithout limitation, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges fees and disbursements)) incurred in or in connection with any such claim or proceeding brought thereon, damagesand the defense thereof, liabilities, losses, suits or but except with respect to claims (collectively, “Claims”), for with respect to bodily or personal injury or death, shall be limited to the extent any insurance proceeds collectible by Landlord under policies owned by Landlord or such injured party with respect to such damage or injury are insufficient to satisfy same, Any Building employees to whom any personal property damage occurring during the Term shall be entrusted by or on the Property caused by behalf of Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsshall be deemed to be acting as Tenant’s agents with respect to such personal property, and shall, at its own expense, defend, indemnify and save harmless neither Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant nor Landlord’s Representatives shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable for any loss of or damage to Landlord any such property by theft or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesotherwise.

Indemnification by Tenant. Except To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and hold Landlord and Landlord's shareholders, employees and managing agent harmless against and from any and all claims, costs, liabilities, actions and damages (including, without limitation, reasonable attorneys' fees and costs) by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, from any condition of the Improvements or the Demised Premises, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the extent terms of this Lease, or arising from any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises, in each case unless caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managersemployees, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shallfrom and against all costs, at its own expenseattorney's fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section 20.3 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Section 6.2 hereof. Landlord agrees to indemnify, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to hold Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims Tenant's shareholders and Tenant shall pay and discharge employees harmless against any and all judgmentsclaims, costs, liabilities, losses, actions and expenses, damages (including reasonable attorneys’ fees' fees and costs) caused by Landlord's breach of this Lease; provided, charges and disbursementshowever, that arise therefrom. In no event Landlord shall Tenant never be liable to Landlord for consequential damages such as lost profits, punitive damages, or any Indemnified Landlord Party under this Lease loss or at law or in equity for punitive damagesdamage to Tenant's property, the risk of loss of which shall be borne by Tenant.

Indemnification by Tenant. Except with respect to Hazardous Materials, which the parties hereby agree are governed by the provisions of Section 4.5 hereof, Tenant hereby agrees to and shall indemnify, protect, defend and hold harmless Landlord, its agents, contractors, employees, licensees and invitees, as their respective interests may appear, from and against any and all Claims arising out of or in connection with Tenant's use of the Total Site, or the conduct of its business thereon, or from any activity, work or thing done, permitted or suffered by Tenant, its agents, contractors, employees, licensees, subtenants, assignees, concessionaires or invitees (other than Landlord pursuant to Section 25.8 hereof), on or about the Total Site or any part thereof. Tenant shall further indemnify, protect, defend and hold harmless Landlord, its agents, contractors, employees, licensees, and invitees from and against any and all Claims arising out of or in connection with any breach or default in the performance of any obligation on Tenant's part to be performed under this Lease, or any act, neglect, fault or omission of Tenant or of its agents, contractors, employees, licensees, subtenants, assignees, concessionaires or invitees (other than Landlord pursuant to Section 25.8 hereof). If any action or proceeding is brought against Landlord by reason of any such Claim, upon notice from Landlord, Tenant shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to Tenant's and other property or injury to Tenant and other Persons in, upon or about the Total Site from any cause whatsoever, except to the extent such damage or injury is caused by the sole Landlord's fraud, intentional misrepresentation, gross negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified breach by Landlord Party (at of its option, but without being obligated to do so) may, at the reasonable cost express representations and expense to Tenant and upon notice to Tenant in the manner warranties or covenants set forth in Section 18this Lease prior to the expiration thereof. Notwithstanding anything to the contrary herein, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In in no event shall Tenant be liable to Landlord or be required to indemnify Landlord in respect of any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesmatters related to Pre-Existing Environmental Conditions, which the parties agree are governed solely by the provisions of Section 4.5 hereof.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendbe responsible for and shall indemnify, indemnify protect, defend and save harmless Landlord and hold Landlord’s trustees, its officers, directors, agents, employees, lenders and their respective officerssuccessors and assigns, managersharmless from and against any and all damages, agents directorslosses, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and reasonable attorney’s and consultant’s fees arising out of or involving Tenant’s failure to comply with all Applicable Laws with respect to Hazardous Substances and/or any Hazardous Substance or storage tank brought on the Premises by or for Tenant or under Tenant’s control (hereinafter referred to as “Claims”) at any time during Tenant’s possession prior to or during the term of this Lease, including, but not limited to, the effects of any contamination or injury to person, property or the environment, and the cost of investigation (including reasonable consultant’s and attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved. All of Tenant’s and its assignee’s and sublessee’s agents, employees, subsidiariescontractors, affiliatesinvitees, successors and assigns guests shall be deemed under Tenant’s control; provided, however that a person who is on the Premises without the express or implied consent or permission of Tenant or sublessees shall not be deemed under Tenant’s control. Tenant’s indemnity obligations shall include (collectivelywithout limitation), and Tenant shall reimburse Landlord for, the “Indemnified Landlord Parties”following: (i) against losses in or reductions to rental income resulting from Tenant’s use, storage, disposal of or failure to timely remove Hazardous Substances; in violation of its obligations under this Lease; (ii) all costs of refitting or other alternations to the Premises necessitated by Tenant’s use, storage, disposal of or failure to timely remove Hazardous Substances including, without limitation, alterations required to accommodate an alternate use of the Premises; (iii) any diminution in the fair market and/or rental value of the Premises or any portion thereof caused by Tenant’s use, storage, disposal of or failure to timely remove Hazardous Substances; and (iv) costs incurred by Landlord in performing Tenant’s obligations under this paragraph 5.4. Tenant agrees to defend all Claims on behalf of Landlord with counsel reasonably acceptable to Landlord, and to pay all fees, costs, damages, or expenses relating to or arising out of any indemnifiable Claim including reasonable attorneys’ fees, charges fees and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), costs. Tenant shall further be responsible for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expenseshall indemnify, defend, indemnify and save harmless hold Landlord and the other Indemnified Landlord Parties its agents harmless from and against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expensesClaims, including reasonable attorneys’ feesfees and costs, charges arising out of or in connection with any removal, clean-up, or restoration work which is required by any government agency having jurisdiction and disbursementswhich arises from Tenant’s storage, that arise therefromuse, or disposal of Hazardous Substances on the Premises at any time prior to or during the term of this Lease. In no event No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant be liable to Landlord or any Indemnified Landlord Party from its obligations under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Landlord in writing at law or in equity for punitive damagesthe time of such agreement.

Indemnification by Tenant. Except Subject to the extent caused by the sole negligence, gross negligence or willful misconduct mutual waiver of any of the Indemnified Landlord Partiessubrogation set forth in Section 21, Tenant shall be liable for, and shall indemnify, defend, indemnify protect and save harmless hold Landlord and Landlord’s trusteesparent, and their respective partners, officers, managers, agents directors, employees, subsidiaries, affiliates, agents successors and assigns (collectively, the “Landlord Indemnified Landlord Parties”) against harmless from and against, any and all costs (including reasonable attorneys’ fees, charges and disbursements)claims, damages, liabilitiesjudgments, suits, causes of action, losses, suits or claims liabilities and expenses, including attorneys’ fees and court costs (collectively, “Indemnified Claims”), for bodily arising or personal injury resulting from (a) any occurrence at the Premises following the Commencement Date, unless caused by the negligence or property damage occurring during willful misconduct of Landlord or its agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant’s Parties; (c) the Term on use of the Property caused Premises and conduct of Tenant’ business by Tenant or its officersany of Tenant’s Parties, managersor any other activity, agentswork or thing done, directorspermitted or suffered by Tenant or any of Tenant’s Parties, subsidiaries, affiliates, successors, assigns, invitees, visitors in or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and about the other Indemnified Landlord Parties against all Claims Premises; and/or (d) any default by Tenant of any obligations on Tenant’s part to be performed under the terms of this Lease. In case any action or proceeding is brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Landlord Indemnified Landlord Party (at its optionParties by reason of any such Indemnified Claims, but without being obligated to do so) mayTenant, at the reasonable cost and expense to Tenant and upon notice to Tenant from Landlord, shall defend the same at Tenant’s expense by counsel approved in the manner set forth in Section 18writing by Landlord, defend such Claims and Tenant which approval shall pay and discharge any and all judgmentsnot be unreasonably withheld, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefromconditioned or delayed. In no event shall Tenant’s exemption, indemnification or hold harmless obligations be construed as requiring Tenant be liable to exempt, indemnify or hold harmless Landlord or any Indemnified other person or entity except for damages or injuries actually sustained by Landlord Party under this Lease caused by the acts or at law omissions of Tenant or in equity for punitive damagesits employees, agents, or invitees.

Indemnification by Tenant. Except Subject to the extent caused by the sole negligence, gross negligence or willful misconduct insurance and waiver of any subrogation provisions contained in Section 5 of the Indemnified Landlord Partiesthis Lease, Tenant shall defend, indemnify and save hold harmless Landlord Landlord, Xxxxxx Construction Co., Inc., Xxxxxx Management Company, L.L.C., Landlord's Mortgagee and Landlord’s trustees's managing agent, and their respective officers, managersshareholders, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officerspartners, managers, members, agents, directorscontractors, subsidiariesinvitees and employees (collectively the "Landlord Indemnitees"), affiliatesfrom and against all liability, successorsclaims or costs, assignsincluding reasonable legal fees, arising from (i) Tenant's use or occupancy of the Building or the Property or from the conduct of its business or from any activity, work or thing which may be permitted or suffered by Tenant in or about the Building or the Property; (ii) any breach of this Lease by Tenant; (iii) any other act or omission of Tenant or any negligence of Tenant or any of its agents, contractors, employees or invitees, visitors patrons, customers or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and members in or about the other Indemnified Landlord Parties against all Claims brought against Landlord and/or Property; or (iv) any injury to person or damage to property occurring on or about the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at Property during the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18Term. Tenant' shall further indemnify, defend such Claims and Tenant shall pay hold Landlord Indemnities harmless from and discharge against any and all judgments, claims arising from and from any and all costs, liabilitiesattorneys' fees, losses, expenses and expensesliabilities incurred in the defense of any claim or any action or proceeding brought thereon, including reasonable attorneys’ feesnegotiations in connection therewith. As between Tenant and Landlord, charges Tenant hereby assumes all risk of damage to property or injury to persons in or about the Building from any cause and disbursementsTenant hereby waives all claims in respect thereof against Landlord. Tenant shall defend the Landlord Indemnitees against any such claim of a third party, that arise therefrom. In no event shall Tenant be liable with counsel reasonably acceptable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except Notwithstanding any responsibility or liabilities imposed under this Lease or any damages available as a result of vacation, termination, eviction, or breach of this Lease and in addition to any liability imposed by law; Tenant hereby agrees to indemnify, defend and hold harmless the extent caused by the sole negligenceLandlord, gross negligence or willful misconduct of any of the Indemnified Landlord Partiesits elected and appointed officials, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesagents, affiliatesrepresentatives and volunteers, successors and assigns (collectivelyeach of them, the “Indemnified Landlord Parties”) from and against any and all costs (including reasonable attorneys’ feessuits, charges and disbursements)actions, legal or administrative proceedings, claims, demands, damages, liabilities, lossesinterest, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges costs and disbursementsexpenses of whatsoever kind or nature in any manner directly or indirectly caused, that arise therefrom. In no event shall Tenant be liable occasioned, or contributed to Landlord or any Indemnified Landlord Party under this Lease or at law in whole or in equity part or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of Tenant or of anyone acting under its direction or control or on its behalf, even if liability is also sought to be imposed on Landlord, its elected and appointed officials, officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend and hold harmless the Landlord, its elected and appointed officials, officers, employees, agents, representatives and volunteers, and each of them, shall be applicable unless liability results from the sole negligence of the Landlord, its elected and appointed officials, officers, employees, agents, representatives and volunteers. Tenant shall reimburse the Landlord, its elected and appointed officials, officers, employees, agent or authorized representatives or volunteers for punitive damagesany and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. This indemnity provision shall survive the termination or expiration of this Agreement.

Indemnification by Tenant. Except Tenant hereby agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save hold harmless Landlord and Landlord’s trusteesSuperior Mortgagee, and their respective owners, officers, managersemployees and agents from and against any and all manner of claims, agents directorsactions, damages, liability, and expenses which may arise in connection with bodily injury, Xxxx of life, or damage to property arising from or out of any occurrence in, upon, or at the Premises, or the occupancy or use by Tenant of the Premises or any part thereof or the Building or Property, or occasioned totally or in part by any action or omission of Tenant, its agents, contractors, employees, subsidiariesservants, affiliatesinvitees or subtenants, successors unless such damage is due solely to the negligent act or omission of Landlord. In case Landlord shall be made a party to any litigation commenced by or against Tenant in connection with any act or omission of Tenant or any Tenant party, Tenant hereby agrees to indemnify and assigns (collectivelyhold harmless Landlord and all Landlord parties and pay all costs, expenses, and reasonable attorney's fees and costs incurred by Landlord in connection with such litigation. Tenant also agrees to pay all costs, expenses, and reasonable attorney's fees which may be incurred by Landlord in enforcing the “Indemnified obligations of Tenant under this Lease. To the maximum effect permitted by law, Tenant agrees to use and occupy the Premises at Tenant's own risk. Landlord Parties”) hereby agrees to indemnify and hold harmless Tenant, and its respective owners, officers, employees and agents from and against any and all costs (including reasonable attorneys’ feesmanner of claims, charges and disbursements)actions, damages, liabilitiesliability, lossesand expenses which may arise in connection with bodily injury, suits Xxxx of life, or claims (collectivelydamage to property arising from or out of any occurrence in, “Claims”)upon, for bodily or personal injury at the Premises, or property damage occurring during the Term on the Property caused occupancy or use by Tenant of the Premises or any part thereof or the Building or Property, or occasioned totally or in part by any action or omission of Tenant, its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shallemployees, at its own expenseservants, defendinvitees or subtenants, indemnify and save harmless Landlord and unless such damage is due solely to the other Indemnified Landlord Parties against all Claims brought grossly negligent act or omission of Landlord. In case Tenant shall be made a party to any litigation commenced by or against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, in connection with any act or omission of Landlord or any Indemnified Landlord Party (at its optionparty, but without being obligated Landlord hereby agrees to do so) may, at the reasonable cost indemnify and expense to hold harmless Tenant and upon notice to all Tenant parties and pay all costs, expenses, and reasonable attorney's fees and costs incurred by Tenant in connection with such litigation if so determined by a final court of competent jurisdiction that such action or omission was due to the manner set forth in Section 18, defend such Claims and Tenant shall grossly negligent act of Landlord. Landlord also agrees to pay and discharge any and all judgments, costs, liabilities, lossesexpenses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall attorney's fees which may be incurred by Tenant be liable to in enforcing the obligations of Landlord or any Indemnified Landlord Party under this Lease after timely written notice to Landlord and such act or at law action was required was done in a grossly negligent or in equity for punitive damageswillful fashion.

Indemnification by Tenant. Except as expressly set forth to the contrary in this Lease or in the case of Landlord's gross negligence or willful misconduct, from and after the Commencement Date, Tenant shall indemnify, defend and save Landlord and Landlord's agents harmless of and from all reasonable, actual, out-of-pocket loss, cost, liability, claim, damage and expense, including, without limitation, reasonable counsel fees, penalties and fines incurred by Landlord to the extent caused by: (a) the use or occupancy of the Premises or Outside Areas by the sole negligenceTenant or any party claiming by, gross under or through Tenant, and (b) any negligence or willful misconduct of Tenant (or of any of such party claiming by, under or through Tenant, or the Indemnified Landlord Partiescontractors, Tenant shall defendagents, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directorsservants, employees, subsidiariesvisitors, affiliatesor licensees of Tenant or any such party claiming by, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursementsunder or through Tenant), damages, liabilities, losses, suits in or claims (collectively, “Claims”), for bodily about the Premises or personal injury the Building or property damage occurring the Complex either prior to or during the Term on the Property caused by Tenant Term, including without limitation any negligence or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant willful misconduct in the manner set forth in Section 18, defend such Claims making or performing of any Alterations. This indemnity and Tenant hold harmless agreement shall pay include indemnity from and discharge against any and all judgmentsliability, costsfines, liabilitiessuits, lossesdemands, costs and expenses of any kind or nature (including, without limitation, attorneys' fees and disbursements) incurred in or in connection with any such indemnified claim or proceeding brought thereon, and expenses, including reasonable attorneys’ fees, charges the defense thereof. Any Building employees to whom any personal property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agents with respect to such personal property and disbursements, that arise therefrom. In no event neither Landlord nor Landlord's agents shall Tenant be liable for any loss of or damage to Landlord any such property by theft or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesotherwise.

Indemnification by Tenant. Except Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, demands, liability, loss, or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s use or occupancy of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Project, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the term of this Lease except as otherwise provided in this Lease. This indemnification by Tenant shall include indemnity for the acts or omissions of Landlord and its agents, servants, and employees to the fullest extent caused allowed by the sole negligencelaw, except for gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Landlord. Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expensefurther indemnify, defend, indemnify and save hold harmless Landlord against and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge from any and all judgmentsclaims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, liabilitiesattorney’s fees, lossesexpenses, and liabilities incurred as a result of any such claim, action or proceeding. Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause other than causes solely as a result of Landlord’s negligent or intentional acts or omissions, and Tenant hereby waives all claims in respect thereof against Landlord. Tenant’s obligation to indemnify under this paragraph shall include attorney’s fees, investigation costs, and other reasonable costs, expenses, including reasonable attorneys’ feesand liabilities incurred by Landlord. If the ability of Tenant to use the Premises or the Project is interrupted for any reason, charges and disbursements, that arise therefrom. In no event Landlord shall Tenant not be liable to Landlord Tenant for any loss or any Indemnified Landlord Party under this Lease damages occasioned by such loss of use, unless said interruption is solely as a result of Landlord’s gross negligence or at law or in equity for punitive damagesintentional misconduct.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct The occurrence of any event for which Tenant is required to indemnify Landlord under the terms of this Lease shall be referred to in this Section 20.3 as an “Indemnity Event”. Landlord agrees that, within sixty (60) days of the Indemnified date that Landlord Partiesdiscovers the existence of an Indemnity Event, Landlord shall make a commercially reasonable effort to notify Tenant of the Indemnity Event. Landlord’s failure to so notify Tenant, however, will not impair Landlord’s right to assert a claim against Tenant for an Indemnity Event. In the event any action or proceeding be brought against Landlord by reason of any Indemnity Event, Tenant shall, at its sole cost and expense, defend such proceeding by counsel reasonably satisfactory to Landlord. Tenant shall make no settlement of such an action without Landlord’s consent and Tenant shall cooperate with Landlord’s reasonable efforts to participate in defense strategy relative to such an action. To the fullest extent allowed by law, Tenant shall defendat all times indemnify, indemnify defend and save hold harmless Landlord and Landlord’s trusteesshareholders, employees and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors managing agent against and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge from any and all judgmentsclaims, costs, liabilities, lossesactions and damages (including, without limitation, attorneys’ fees and costs) by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises (other than the construction of the Landlord’s Improvements and the Tenant Improvements), and expenseswill further indemnify, including reasonable defend and hold harmless Landlord against and from any and all claims arising during the Term of this Lease, from any condition of the Demised Premises or any street, curb or sidewalk adjoining the Demised Premises, or of any passageways or space therein or appurtenant thereto, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the Term of this Lease, in or about the Demised Premises, or upon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys’ fees, charges expenses and disbursementsliabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, that arise therefromTenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party Tenant’s obligations under this Lease or at law or in equity for punitive damagesSection 20.3 shall be insured by contractual liability endorsement on Tenant’s policies of insurance required under the provisions of Section 6.2 hereof.

Indemnification by Tenant. Except Subject to the extent caused by the sole negligenceconditions and provisions of this Paragraph 13.1 and commencing upon execution of this Lease Tenant agrees to indemnify, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify defend and save hold harmless Landlord and Landlord’s 's assigns, affiliates, owners, beneficiaries, trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesofficers, successors directors and assigns agents (collectively"Indemnitees") from and against any and all demands, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ feesclaims, charges and disbursements)complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, liens, losses, damages, liabilities, lossescosts and expenses, suits including, but not limited to, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, imposed upon or claims incurred by any Indemnitee, directly or indirectly, by reason of or resulting from any liability, obligation or claim (collectivelywhether absolute, “Claims”)accrued, for bodily contingent or personal injury otherwise and whether a contractual, tax or property damage occurring during any other type of liability, obligation or claim) arising out of, relating to or resulting from (a) any misrepresentation or breach of the Term on the Property caused representations, warranties, covenants or agreements of Tenant contained in or made pursuant to this Lease; (b) any failure to timely perform or comply in all material respects with any material covenant, agreement or undertaking of Tenant contained in or made pursuant to this Lease; (c) any violation or alleged violation by Tenant or any assignee or sublessee of Tenant of any permits, rules, orders, regulations, ordinances, laws and other requirements of any governmental authorities; (d) Tenant, Tenant's employees acting in the course of their employment, Tenant's business or operations, any assignee or sublessee of Tenant, their employees acting in the course of their employment or their business or operations; (e) any accident, injury or damage, howsoever and by whomsoever caused, to any person or property, occurring on the Premises unless caused by Landlord, its officersagents or other tenants of Landlord pursuant to the Sublease; (f) any injury to persons, managersdamage to property or other liability caused by or resulting from Tenant's construction, agentsimprovement or maintenance in any part of the Building or Real Property; and (g) any damage to property or injury to the employees, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors business invitees or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and guests of Tenant or any assignee or sublessee of Tenant occurring in or about any other portion of the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and Project except if Tenant fails to do so, caused by Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesagents.

Indemnification by Tenant. Except Subject to the extent waiver set forth in ------------------------- Section 10.3, Tenant shall indemnify Landlord and save it harmless from and against any and all claims, damages, fines, judgments, penalties, costs, expenses, liability or losses (including loss of rentals payable by Tenant or other tenants in the event of loss either directly or indirectly caused by any negligent act or omission, willful misconduct or default (whether or not applicable cure periods have expired) under the sole negligenceLease of or by Tenant, gross negligence its agents, contractors, employees, servants, licensees, or concessionaires or invitees or by anyone permitted to be on the Premises by Tenant, claims, actions, damages, liability and expenses arising out of or in connection with the use and/or occupancy of the Premises, including, without limitation, from any occurrence in, upon or at the Premises or any part thereof, occasioned wholly or in part by any negligent act or omission, willful misconduct of any Tenant or default (whether or not applicable cure periods have expired) under the Lease of the Indemnified Landlord Partiesor by Tenant, Tenant shall defendits agents, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directorscontractors, employees, subsidiariesservants, affiliateslicensees, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily concessionaires or personal injury invitees or property damage occurring during the Term by anyone permitted to be on the Property caused Premises by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and Tenant. Subject to the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner waiver set forth in Section 1810.3 above, Tenant shall additionally indemnify, defend such Claims and Tenant shall pay hold harmless Landlord from and discharge against any and all claims, damages, fines, judgments, penalties, costs, expenses, liabilities, lossesor losses relating to any violation by Tenant of any Environmental Law (as hereinafter defined) or of Section 12.2 (including, without limitation, a decrease in value of the Premises, damages caused by loss or restriction of rentable or usable space, damages caused by adverse impact on marketing of space, and expensesany and all sums paid for settlement of claims, including reasonable attorneys’ ' fees, charges consultant fees, and disbursementsexpert fees, that arise therefromin each case if and to the extent related directly to such violation) incurred by or asserted against Landlord arising during or after the term of this Lease as a result thereof. This indemnification includes, without limitation, any and all reasonable costs incurred because of any investigation of the site or any cleanup, removal, testing, or restoration mandated or conducted by or on behalf of any federal, state, or local agency or political subdivision with respect to Tenant's violation of any applicable Environmental Laws. In no the event Landlord shall be made a party to any litigation commenced by or against Tenant or by anyone permitted to be liable on the Premises by Tenant, its agents, contractors, employees, servants, licensees, concessionaires or invitees, then Tenant shall protect and hold Landlord harmless and shall pay all reasonable costs, expenses and reasonable attorney's fees incurred or paid by Landlord in connection with such litigation whether or not such action is contested or prosecuted to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.judgment, subject to Section 28.12

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) against all costs or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Premises or the Property, or damages arising from any adverse impact on marketing of space in the Premises or the Property), diminution in the value of the Premises or the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ feesfees and costs) or death of or injury to any person or damage to any property whatsoever, charges and disbursements)arising from or caused in whole or in part, damagesdirectly or indirectly by (i) any Tenant’s Contamination, liabilities(ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Premises, lossesor (iii) offsite disposal or transportation of Hazardous Materials on, suits from, under or claims (collectively, “Claims”), for bodily about the Premises or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, affiliatesintentional, successorswillful or unlawful), assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Partiesas may otherwise be provided in this Lease, Tenant shall defend, indemnify and save hold harmless Landlord Landlord, the Fortune Partners and Landlord’s trusteesemployees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, partners or members (collectively, “Landlord’s Representatives”) from and against any and all claims arising from or in connection with: (i) the operation, maintenance, use or management of the Premises or Hotel, or any condition created in or about the Premises or Hotel during the Term of this Lease, unless created by the wrongful act of Landlord, Landlord’s Representative, or any person or entity acting at the specific direction of Landlord; (ii) any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their employees, officers, directors, subsidiariesmanagers, affiliatesagents, successorsshareholders, assignspartners, inviteesmembers, visitors invitees or contractorscontractors (collectively, “Tenant’s Representatives”); (iii) any accident or injury or damage whatsoever, not caused by Landlord or Landlord’s Representatives, occurring in, at or upon the Premises during the Term; and (iv) any claims arising as a result of Tenant’s Alterations. Tenant shall have the right to assume the defense of any such third-party claim with counsel chosen by Tenant or by Tenant’s insurance company reasonably satisfactory to Landlord. Tenant shall not be responsible for the fees of any separate counsel employed by Landlord unless Tenant fails to defend any such claim. Landlord hereby waives any claim for consequential damages, to the extent permitted by law, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims claims covered by Landlord’s insurance. If any action or proceeding shall be brought against Landlord and/or the other Indemnified Landlord Partiesor Landlord’s Representatives based upon any such claim, for which Tenant is responsible for indemnification hereunderTenant, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice from Landlord, shall cause such action or proceeding to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable defended at Tenant’s expense by counsel reasonably satisfactory to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except to the extent caused by the sole negligenceIn addition to, gross negligence or willful misconduct and not in derogation of any of the Indemnified Landlord Partiesother indemnification contained in this Lease, Tenant shall defendagrees to indemnify, indemnify defend and save hold harmless Landlord Landlord, its successors and Landlord’s trusteesassigns, and its and their respective directors, officers, managers, agents directorsshareholders, employees, subsidiariesagents and affiliates from all costs, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements)expenses, damages, liabilities, lossesclaims, suits fines, penalties, interest, judgments, and losses of any kind arising from or claims in any way related to Tenant’s or Tenant’s Representatives’ Handling of Hazardous Materials during the Term or failure to comply in full with this Section 6.2 (collectively, “ClaimsEnvironmental Losses”), including consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or personal injury off the Property, encumbrances, liens, costs and expenses of investigations, monitoring, clean up, removal or property damage occurring during the Term on the Property caused by Tenant remediation of Hazardous Materials, defense costs of any claims (whether or its officersnot such claim is ultimately defeated), managersgood faith settlements, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsattorneys’ and consultants’ fees and costs, and shalllosses attributable to the diminution of value, at its own expenseloss or use or adverse effects on marketability or use of any portion of the Property, defendwhether or not such Environmental Losses are contingent or otherwise, indemnify and save harmless matured or unmatured, foreseeable or unforeseeable. If Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, is ever made a party to any action or proceeding by reason of a matter for which Tenant is responsible for indemnification hereunderobligated to indemnify Landlord, and if Tenant fails to do sothen Tenant, Landlord or any Indemnified Landlord Party (upon notice from Landlord, shall, at its Landlord's option, but without being obligated to do so) may, either defend that action or proceeding on behalf of Landlord at the reasonable cost and Tenant's expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable with counsel satisfactory to Landlord or any Indemnified reimburse Landlord Party for all defense costs Landlord actually incurs in defending against such action or proceeding, whether or not the action or proceeding is ultimately defeated. This indemnity is intended by the parties to be as broad and comprehensive as possible under this Lease law and shall apply regardless of the fault (including active or at law passive negligence) of either Tenant or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except Tenant agrees to hold Landlord and its agents, officers, directors and employees harmless against all such claims, except to the extent caused by resulting from the sole negligence, gross negligence or willful misconduct of Landlord, its agents, contractors or employees during any period of the Indemnified Term, or to the extent resulting from the ordinary negligence of Landlord, its agents, contractors or employees during any period following the Management Change Date during which Landlord Partiesis managing the Leased Premises. Landlord and its agents, officers, directors and employees shall not be liable to Tenant, its employees, agents, business invitees, licensees, customers, clients, family members or guests for any damage, compensation or claim arising out of or related to managing the Leased Premises, repairing any portion of the Leased Premises, the interruption in the use of the Leased Premises, accident or damage resulting from the use or operation (by Landlord and its agents, officers, directors and employees, Tenant, or any other person or persons whatsoever) or failure of elevators, or heating, cooling, electrical or plumbing equipment or apparatus, or the termination of this Lease by reason of the destruction of the Leased Premises, or from any fire, robbery, theft, mysterious disappearance and/or any other casualty, or from any leakage in any part of portion of the Building, or from water, rain or snow that may leak into or flow from any part of the Building, or from any other cause whatsoever, unless occasioned by the gross negligence or willful misconduct of Landlord, its agents, contractors and employees. If any public utility or governmental body shall require Landlord or Tenant to restrict the consumption of any utility or reduce any service to the Leased Premises, Landlord and Tenant shall defendcomply with such requirements, indemnify without any abatement or reduction of the Basic Annual Rent, Additional Rent or other sums payable by Tenant hereunder. Any goods, property or personal effects, stored or placed by Tenant in or about the Leased Premises shall be at the sole risk of Tenant, and save harmless Landlord and its agents, officers, directors and employees shall not in any manner be held responsible therefor, except if such injury or damage results from Landlord’s trustees(or its agent’s or affiliate’s) gross negligence or willful misconduct. Notwithstanding the foregoing, and their respective officersin the event that an interruption in any utilities or services caused by the gross negligence or willful misconduct of Landlord renders the Leased Premises or a portion thereof untenantable for general office use, managersprovided such interruption (i) is not caused by Tenant, agents directorsits agents, employees, subsidiariescontractors or invitees, affiliates(ii) exists for more than five (5) consecutive business days, successors and assigns (collectively, iii) Tenant in fact ceases to use the Leased Premises or such portion during such period of cessation or interruption (an “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “ClaimsInterruption”), for bodily or personal injury or property damage occurring during the Term then, commencing on the Property caused by sixth (6th) business day after such Interruption, Rent hereunder shall be abated until such services or utilities have been restored (or, if earlier, the date Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, re-opens for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant business in the manner set forth in Section 18, defend Leased Premises or applicable portion thereof). The foregoing specific remedies shall be Tenant’s sole and exclusive remedies resulting from such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesInterruption.

Indemnification by Tenant. Except Subject to Article 13 above, Tenant shall indemnify Landlord and save it harmless from and against any and all claims, damages, fines, judgments, penalties, costs, expenses, liability or losses (including loss of rentals payable by Tenant or other tenants in the extent event of loss either directly or indirectly caused by any negligent act or omission, willful misconduct or breach of the sole negligenceLease of or by Tenant, gross negligence its agents, contractors, employees, servants, licensees, or concessionaires or invitees or by anyone permitted to be on the Premises by Tenant), claims, actions, damages, liability and expenses arising out of or in connection with the use and/or occupancy of the Premises, including, without limitation, from any occurrence in, upon or at the Premises or any part thereof, occasioned wholly or in part by any negligent act or omission, willful misconduct of any Tenant or breach of the Indemnified Landlord PartiesLease of or by Tenant, Tenant shall defendits agents, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directorscontractors, employees, subsidiariesservants, affiliateslicensees, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily concessionaires or personal injury invitees or property damage occurring during the Term by anyone permitted to be on the Property caused Premises by Tenant. In the event Landlord shall be made a party to any litigation commenced by or against Tenant or by anyone permitted to be on the Premises by Tenant, its officers, managers, agents, directorscontractors, subsidiariesemployees, affiliatesservants, successorslicensees, assigns, concessionaires or invitees, visitors then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney?s' fees incurred or contractorspaid by Landlord in connection with such litigation whether or not such action is contested or prosecuted to judgment. All personal property on the Premises shall be at Tenant's sole risk, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant not be liable for any damage done to Landlord or any Indemnified Landlord Party under this Lease loss of such personal property or at law for damage or in equity for punitive damagesloss suffered by Tenant.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendbe responsible for and shall indemnify, indemnify protect, defend and save harmless Landlord and hold Landlord’s trustees, its officers, directors, agents, employees, lenders and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectivelyassigns, the “Indemnified Landlord Parties”) harmless from and against any and all costs (including reasonable attorneys’ feesdamages, charges and disbursements), damageslosses, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilitiesclaims, lossesliens, expenses, penalties, permits and reasonable attorney's and consultant's fees arising out of or involving Tenant's failure to comply with all Applicable Laws with respect to Hazardous Substances and/or any Hazardous Substance or storage tank brought on the Premises by or for Tenant or under Tenant's control (hereinafter referred to as "Claims") at any time during Tenant's possession prior to or during the term of this Lease, including, but not limited to, the effects of any contamination or injury to person, property or the environment, and expensesthe cost of investigation (including reasonable consultant's and attorney's fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved. All of Tenant's and its assignee's and sublessee's agents, employees, contractors, invitees, and guests shall be deemed under Tenant's control; provided, however that a person who is on the Premises without the express or implied consent or permission of Tenant or sublessees shall not be deemed under Tenant's control. Tenant's indemnity obligations shall include (without limitation), and Tenant shall reimburse Landlord for, the following: (i) losses in or reductions to rental income resulting from Tenant's use, storage, disposal of or failure to timely remove Hazardous Substances; in violation of its obligations under this Lease; (ii) all costs of refitting or other alternations to the Premises necessitated by Tenant's use, storage, disposal of or failure to timely remove Hazardous Substances including, without limitation, alterations required to accommodate an alternate use of the Premises; (iii) any diminution in the fair market and/or rental value of the Premises or any portion thereof caused by Tenant's use, storage, disposal of or failure to timely remove Hazardous Substances; and (iv) costs incurred by Landlord in performing Tenant's obligations under this paragraph 5.4. Tenant agrees to defend all Claims on behalf of Landlord with counsel reasonably acceptable to Landlord, and to pay all fees, costs, damages, or expenses relating to or arising out of any indemnifiable Claim including reasonable attorneys' fees and costs. Tenant shall further be responsible for and shall indemnify, defend, and hold Landlord and its agents harmless from and against all Claims, including reasonable attorneys’ fees' fees and costs, charges arising out of or in connection with any removal, clean-up, or restoration work which is required by any government agency having jurisdiction and disbursementswhich arises from Tenant's storage, that arise therefromuse, or disposal of Hazardous Substances on the Premises at any time prior to or during the term of this Lease. In no event No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant be liable to Landlord or any Indemnified Landlord Party from its obligations under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Landlord in writing at law or in equity for punitive damagesthe time of such agreement.

Indemnification by Tenant. Except to To the fullest extent caused permitted by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Partieslaw, Tenant shall agrees to defend, indemnify and save harmless Landlord hold Landlord, its partners, employees, officers, and Landlord’s trusteesagents, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, legal successors and assigns (collectivelyherein the "Landlord Indemnitees"), the “Indemnified Landlord Parties”) against free and harmless of and from any and all costs (including reasonable attorneys’ fees, charges and disbursements)liability, damages, liabilitiesall losses, costs and expenses, including, without limitation, all Work Cost and attorney fees, (collectively "Losses") incurred, suffered or required to be paid by Landlord Indemnitees to the extent that such losses result from or are attributable to (a) Tenant's failure to pay the Work Cost due and payable pursuant to this Work Agreement or (b) Landlord's Indemnitees' reliance on orders, instructions, directives or requests of Tenant in connection with the construction of the Work and the preparation of the Final Plans or (c) any negligent or grossly negligent acts, or omissions and/or intentional malfeasance, of Tenant, its employees, agents, guests or invitees prior to final completion of the Work, provided however, that notwithstanding anything herein to the contrary, the foregoing obligation to indemnify, hold harmless and defend shall not apply to any liability, damages, losses, suits costs or claims (collectivelyexpenses attributable to the Landlord's Indemnitees. If any claim is made by a third party against any Landlord Indemnitees for which the Landlord Indemnitee seeks indemnification from Tenant hereunder, “Claims”), for bodily Landlord shall give prompt notice to Tenant who shall have the right at Tenant's sole expense to participate in or personal injury or property damage occurring during control the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, defense of such claim at its own expenseexpense and through counsel of its own choice. If after such notice Tenant does not so participate, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge nevertheless be bound by the results obtained by Landlord insofar as the claim against any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesIndemnitee is concerned.

Indemnification by Tenant. Except Tenant shall indemnify and hold harmless Landlord from and against any and all claims, demands, liability, loss, or damage, whether for injury to or death of persons or damage to real or personal property, arising out of Tenant's use or occupancy of the Premises, any activity, work, or other thing done by Tenant or any Tenant Parties in or about the Project, as a result of Tenant's violation of any law, order or regulation, or a breach of Tenant's obligations or representations under the Lease. Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Notwithstanding anything in this Lease to the extent caused by contrary, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys' fees, costs and expenses arising from the sole negligence, gross negligence or willful misconduct of Landlord or its agents, contractors, or licensees, Landlord's violation of any law, order or regulation, or a breach of Landlord's obligations or representations under this Lease. Except as expressly stated otherwise in this Lease, and subject to the foregoing, Tenant, as a material part of the Indemnified Landlord Partiesconsideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause, and Tenant shall defend, indemnify and save harmless Landlord hereby waives all claims in respect thereof against Landlord. Tenant's and Landlord’s trustees's obligation to indemnify under this paragraph shall include attorney's fees, investigation costs, and their respective officersother reasonable costs, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsexpenses, and shall, at its own expense, defend, indemnify and save harmless Landlord and liabilities incurred by Landlord. If the other Indemnified Landlord Parties against all Claims brought against Landlord and/or ability of Tenant to use the other Indemnified Landlord Parties, Premises or the Project is interrupted for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do soany reason, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant not be liable to Landlord Tenant for any loss or any Indemnified Landlord Party under damages occasioned by such loss of use except as expressly stated in this Lease or at law or in equity for punitive damagesLease.

Indemnification by Tenant. Except Tenant shall indemnify and hold Landlord and all Superior Mortgagees and its or their respective joint venture partners, directors, officers, agents, employees and invitees (collectively referred to hereinafter as the "Indemnified Parties" and individually as an "Indemnified Party), harmless against and from any and all claims from or in connection with: (a) the conduct or management of the Premises or any business therein, or any condition created (other than by Landlord or its officers, agents or employees) in or about the Premises during the Term of this Lease or during the period of time, if any, prior to the extent Commencement Date that Tenant may have been given access to the Premises; (b) any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatsoever (unless caused solely or primarily by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors agents or contractors, and shallemployees) occurring in, at its own expenseor upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease, defendtogether with all reasonable costs, indemnify expenses and save harmless Landlord liabilities incurred in or in connection with each such claim, action or proceeding brought against an Indemnified Party, including, without limitation, all reasonable attorney's fees and the other expenses, provided however that Tenant shall not be responsible for indemnifying any Indemnified Landlord Parties Party for any claim, action or proceeding brought against all Claims such Indemnified Party for an act or omission caused solely by such Indemnified Party's gross negligence or willful misconduct. In case any action or proceeding is brought against Landlord and/or the other Indemnified Landlord Partiesor a Superior Mortgagee, for which Tenant is responsible for indemnification hereunderTenant, and if Tenant fails to do so, upon notice from Landlord or any Indemnified Landlord Party (at its optionsuch Superior Mortgagee, but without being obligated to do so) may, at the reasonable cost shall resist and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable action or proceeding (by counsel reasonably satisfactory to Landlord or any Indemnified Landlord Party under this Lease or such Superior Mortgagee) at law or in equity for punitive damagesTenant's sole cost and expense.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Property or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease, free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) against all costs or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages, fines, injunctive relief, losses or expenses (including including, without limitation, reasonable attorneys’ feesfees and costs) or death of or injury to any person or damage to any property whatsoever, charges and disbursements), damages, liabilities, losses, suits whether arising either before or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on of this Lease, and whether from or caused in whole or in part, directly or indirectly by (i) any Tenant’s Contamination, (ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Property, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Property, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except to the extent caused as otherwise expressly prohibited by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Partieslaw, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own sole cost and expense, defendindemnify, indemnify protect, defend (with counsel reasonably acceptable to Landlord) and save hold harmless Landlord Landlord, its partners, shareholders, officers, directors, attorneys, agents, beneficiaries, employees, affiliates, contractors, and the other Indemnified Landlord Parties Landlord’s related entities (collectively, "Landlord's Related Parties") from and against all Claims brought against Landlord and/or the other Indemnified Landlord Partiesliabilities, for which Tenant is responsible for indemnification hereunderobligations, and if Tenant fails to do sodamages, Landlord or any Indemnified Landlord Party (at its optionpenalties, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgmentsclaims, costs, liabilitiescharges, lossesexpenses, and expensescauses of action and/or judgments, including reasonable attorneys’ ' fees, charges which may arise in any manner due to injury, death or property loss caused by, arising out of or in connection with (i) Tenant’s use or occupancy of the Premises; (ii) the conduct of Tenant’s business; (iii) any negligent or willful act of Tenant or Tenant's partners, shareholders, officers, directors, attorneys, agents, beneficiaries, employees, affiliates, contractors, and disbursementsTenant’s related entities; and/or (iv) any breach by Tenant under this Lease; provided, that arise therefromhowever, Tenant shall have no obligation to defend or indemnify Landlord from claims which are caused by the negligence of Landlord or Landlord's Related Parties. This indemnity shall survive the expiration or earlier termination of this Lease. In no event shall Tenant Landlord be liable to Landlord for consequential damages, opportunity costs or lost profits incurred or suffered by Tenant as a result of any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagessuch claims.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any Landlord or its Agents and subject to the waiver of the Indemnified Landlord Partiessubrogation set forth in Section 15.5, Tenant shall defendwill neither hold nor attempt to hold Landlord, indemnify and save harmless Landlord and Landlord’s trusteesits Agents or Mortgagee liable for, and their respective officersTenant will indemnify, managershold harmless and defend (with counsel reasonably acceptable to Landlord) Landlord, agents directorsits Agents and Mortgagee, employeesfrom and against, subsidiariesany and all demands, affiliatesclaims, successors and assigns (collectivelycauses of action, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ feesfines, charges and disbursements)penalties, damages, liabilities, lossesjudgments, suits or claims and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”)) actually incurred by Landlord, for bodily its Agents, or personal injury its Mortgagee in connection with or property damage occurring during arising from (i) the Term on use or occupancy or manner of use or occupancy of the Property caused Premises or the Common Areas by Tenant or its officersAgents; (ii) any activity, managerswork or thing done, agentspermitted or suffered by Tenant or its Agents in or about the Premises or the Project; (iii) any acts, directorsomissions or negligence of Tenant or its Agents; (iv) any breach, subsidiariesviolation or nonperformance by Tenant or its Agents of any term, affiliates, successors, assigns, invitees, visitors covenant or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under provision of this Lease or at law any law, ordinance or governmental requirement of any kind; and (v) any injury or damage to the person, property or business of Tenant or its Agents, including, without limitation, to vehicles (or the contents thereof) of Tenant or Tenant’s Agent’s that are parked in equity for punitive damagesthe Parking Facilities, whether incurred in connection with the removal of any vehicles of Tenant or its Agents that are parked in violation of this Lease, the Rules and Regulations or otherwise. It being agreed that this indemnity will be enforced except to the extent of the percentage of a Claim that a final judgment of a court of competent jurisdiction establishes, under applicable comparative negligence principles, was the proximate result of the negligence or willful misconduct of Landlord or its Agents.

Indemnification by Tenant. Except 13.01 Tenant agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesits affiliated companies and their agents, servants, directors, officers, and their respective officersemployees (collectively "Indemnitees") from and against any and all liabilities, managersdamages, agents directorsclaims, employeessuits, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable court costs, attorneys’ ' fees, charges and disbursementscosts of investigation), damagesand actions of any kind arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property occurring on, liabilitiesin, losses, suits or claims (collectively, “Claims”), for bodily about the Leased Premises or personal injury by reason of any other claim whatsoever of any person or property damage occurring during the Term party occasioned or alleged to be occasioned in whole or in part by any act or omission on the Property caused by part of Tenant or its officersany invitee, managerslicensee, agentsemployee, directorsdirector, subsidiariesofficer, affiliatesservant, successorscontractor, assignssubcontractor or tenant of Tenant, inviteesor by any breach, visitors violation, or contractorsnonperformance of any covenant of Tenant under this Lease, and shalleven if such liability, at its own expenseclaims, defendsuits, costs, injuries, deaths or damages arise from or are attributed to the concurrent negligence of any Indemnitee. Tenant further agrees to indemnify and save Landlord harmless Landlord against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising during the other Indemnified Landlord Parties against all Claims brought against Landlord and/or term of this Lease from any condition of the other Indemnified Landlord PartiesBuilding, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its optionother structure or improvement on the Leased Premises or any street, but without being obligated to do so) maycurb or sidewalk adjoining the Leased Premises, at or of any passageways or spaces therein or appurtenant thereto, or arising from any breach or default on the reasonable cost and expense to Tenant and upon notice to part of Tenant in the manner set forth performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease. If any action or proceeding shall be brought by or against any Indemnitee in Section 18connection with any such liability or claim, Tenant, on notice from Landlord, shall defend such Claims and action or proceeding, at Tenant's expense, by or through attorneys reasonably satisfactory to Landlord. The provisions of this Section shall apply to all activities of Tenant shall pay and discharge any and all judgmentswith respect to the Leased Premises or Building, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefromwhether occurring before or after the termination of this Lease (but not occurring prior to the Commencement Date). In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party Tenant's obligations under this Lease Paragraph shall not be limited to the limits or at law coverage of insurance maintained or in equity for punitive damagesrequired to be maintained by Tenant under this Lease.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”) against all costs (including reasonable cost of investigation and testing, consultant’s and attorneys’ fees, charges remedial and disbursementsenforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), damagescauses of action, liabilities, lossespenalties, suits forfeitures, damages (including, but not limited to, damages for the loss or claims (collectivelyrestriction or use of rentable space or any amenity of the Premises or the Property, “Claims”or damages arising from any adverse impact on marketing of space in the Premises or the Property), for bodily diminution in the value of the Premises or personal the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) or death of or injury to any person or damage to any property damage occurring during whatsoever, arising from or caused in whole or in part, directly or indirectly by (i) any Tenant’s Contamination, (ii) Tenant’s or Tenant’s Representatives’ failure to comply with any Hazardous Materials Laws with respect to the Term on Premises, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Premises or the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, affiliatesintentional, successorswillful or unlawful), assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except If due to the extent caused by the sole negligenceactivities of Tenant, gross negligence its employees, agents, guests, invitees or willful misconduct of any of the Indemnified Landlord Partiescontractors, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expenseindemnify, defend, indemnify and save hold Landlord harmless Landlord from and against: (i) any Remedial Work required under any Environmental Law or by any Governmental Agency in the other Indemnified Landlord Parties against all Claims brought against Landlord and/or Premises, the other Indemnified Landlord PartiesBuilding or the Property, (ii) any breach of this Paragraph 9 of this Lease; and (iii) any claims of third parties for which Tenant loss, injury, expense, or damage arising out of the presence, release, or discharge of any Hazardous Materials on, under, in, above, to, or from the Premises, the Building or the Property. In the event any Remedial Work is responsible for indemnification hereunderso required under any applicable federal, and if Tenant fails state, or local law, rule, regulation or order with respect to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to activities by Tenant in the manner set forth Property, Tenant shall promptly perform or cause to be performed such Remedial Work in Section 18compliance with such law, defend rule, regulation, or order. In the event Tenant shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such Claims failure shall constitute an Event of Default on the part of Tenant under the terms of this Lease, and Landlord, in addition to any other rights or remedies afforded it hereunder, may, but shall not be obligated to, cause the Remedial Work to be performed, and Tenant shall pay and discharge promptly reimburse Landlord for any and all judgments, costs, liabilities, losses, costs and expenses, including reasonable attorneys’ fees, charges related thereto upon demand. This provision shall expressly survive the expiration or earlier termination of this Lease. Landlord and disbursementsLandlord’s representatives are authorized to enter the Premises at any time to inspect the Remedial Work. Tenant shall keep Landlord apprised of all efforts to perform the Remedial Work and shall provide Landlord with copies of all correspondence, reports, or other documents pertaining to the Remedial Work within 48 hours of Tenant’s receipt of such documentation. Landlord acknowledges and agrees that arise therefrom. In notwithstanding anything herein to the contrary, Tenant shall have no event shall responsibility for or with respect to any Hazardous Material existing in or on the Premises or Property on the date Landlord delivers possession of the Premises to Tenant be liable or for or with respect to Landlord any Hazardous Material which Tenant did not store, release or any Indemnified Landlord Party under this Lease discharge on or at law into the Premises or in equity for punitive damagesdispose of.

Indemnification by Tenant. Except to To the extent caused not expressly prohibited by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Partieslaw, Tenant shall defendagrees to hold harmless and indemnify Landlord, indemnify its partners, all Mortgagees and save harmless Landlord and Landlord’s trustees, and all of their respective officersagents, managersbeneficiaries, agents directorspartners, officers and employees, subsidiaries, affiliates, successors against claims and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges fees (but only to the extent said claims and disbursements, that arise therefrom. In no event shall Tenant be liable to liabilities are not cured by the acts or omissions of Landlord or Landlord’s contractors, employees or agents), for injuries to all persons and damage to or theft or misappropriation or loss of property occurring in or about the Premises arising from Tenant’s occupancy of the Premises or the conduct of its business, or from activity, work, or thing done, permitted or suffered by Tenant, its employees, agents, guests or invitees in or about the Premises, or from any Indemnified Landlord Party under breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease or due to any other act or omission of Tenant, its agents or employees. Landlord may, at law its option, repair such damage or replace such loss, and Tenant shall upon demand by Landlord reimburse Landlord for the costs of such repairs, replacement and damages in equity for punitive excess of amounts, if any, paid to Landlord under insurance covering such damages. In the event any action or proceeding is brought against Landlord, its partners, any Mortgagee or any of their respective agents, beneficiaries, partners, officers or employees by reason of any such claims, then, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ cost of investigation and testing, consultant’s and attorney’s fees, charges remedial and disbursementsenforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), damagescauses of action, liabilities, lossespenalties, suits forfeitures, damages (including, but not limited to, damages for the loss or claims (collectivelyrestriction or use of rentable space or any amenity of the Premises or the Property, “Claims”or damages arising from any adverse impact on marketing of space in the Premises or the Property), for bodily diminution in the value of the Premises or personal the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorney’s fees and costs) or death of or injury to any person or damage to any property damage occurring during whatsoever, arising from or caused in whole or in part, directly or indirectly by (i) any Tenant’s Contamination, (ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Term on Premises, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Premises or the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, affiliatesintentional, successorswillful or unlawful), assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.