Common use of Indemnification of Landlord by Tenant Clause in Contracts

Indemnification of Landlord by Tenant. Except to the extent prohibited by any Legal Requirements, Tenant shall indemnify and save Landlord, together with its parent, affiliates and subsidiary organizations, its and their respective shareholders, members, directors, managers, officers, employees and agents and any Fee Mortgagee (collectively “Landlord Indemnitees”) harmless against and from all liabilities, obligations, damages, penalties, claims, costs, liens, charges and expenses, including but not limited to reasonable fees and costs for architects, engineers, attorneys and other professionals, which may be imposed upon or incurred by or asserted against Landlord Indemnitees by reason of any of the following occurrences during the Term of this Lease: any work done, in or about the Property or any part thereof by Tenant or any of its Space Tenants or its or their agents, contractors, employees, subtenants, licensees or invitees; any use, non-use, possession, occupation, condition, operation, maintenance or management of the Property or any part thereof (other than any use, possession, occupation, condition, operation or maintenance by Landlord or its contractors, licensees or invitees); any negligence on the part of Tenant or any of its agents, contractors, employees, or Space Tenants, or its or their subtenants, licensees or invitees; any accident, injury or damages to any person or property occurring in, on or about the Property or any part thereof; violation of any Legal Requirement by Tenant or anyone acting by, through or under Tenant; or any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with. In case any action or proceeding is brought against any Landlord Indemnitee by reason of any such claim, Tenant, upon written notice from Landlord, shall at Tenant’s expense resist or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord agrees not to unreasonably withhold. If Tenant has insurance policies covering any of the aforementioned risks, no claim shall be made against Tenant under this ARTICLE 10 unless and until the insurer shall fail or refuse to defend and/or pay all or any part thereof.

Indemnification of Landlord by Tenant. Except Tenant shall indemnify, defend upon request and hold Landlord, its Affiliates, partners, officers, directors, members, trustees, employees, agents and Lenders harmless from and against, all demands, causes of action, judgments, costs, damages (including consequential damages), claims, liabilities, expenses (including reasonable attorneys’ fees, disbursements and actual costs), losses, penalties and court costs suffered by or claimed by a third party against any of the above indemnified parties (whether arising from events prior or to the Effective Date or thereafter during the Lease Term), to the extent prohibited by any Legal Requirementsdirectly or indirectly, Tenant shall indemnify and save Landlord, together with its parent, affiliates and subsidiary organizations, its and their respective shareholders, members, directors, managers, officers, employees and agents and any Fee Mortgagee based on or arising out of: (collectively “Landlord Indemnitees”a) harmless against and from all liabilities, obligations, damages, penalties, claims, costs, liens, charges and expenses, including but not limited to reasonable fees and costs for architects, engineers, attorneys and other professionals, which may be imposed upon or incurred by or asserted against Landlord Indemnitees by reason of any of the following occurrences during the Term of this Lease: any work done, in or about the Property or any part thereof by Tenant or any of its Space Tenants or its or their agents, contractors, employees, subtenants, licensees or invitees; any Tenant’s use, non-use, possession, occupation, condition, operation, maintenance or management maintenance, repair, alteration, and occupancy of the Property Premises or the business conducted therein or therefrom, (b) any part thereof act, omission, negligence or willful misconduct of Tenant, its Affiliates or Invitees, (other than c) Tenant’s contamination of the Premises or the ground waters thereof, discharge of toxic or hazardous sewage or waste materials from the Premises into any useseptic facility or sewer system, possession, occupation, condition, operation violation of any Environmental Law or maintenance by Landlord or its contractors, licensees or invitees); any negligence release of Hazardous Materials on the part Premises (irrespective of whether there has occurred a violation thereof), (d) any breach, violation or nonperformance by Tenant or any of its agents, contractors, employees, or Space Tenants, or its or their subtenants, licensees or invitees; any accident, injury or damages to any person or property occurring in, on or about the Property or any part thereof; violation of any Legal Requirement by claiming under Tenant or anyone acting by, through or under Tenant; or any failure on the part Invitees of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, representations, warranties, covenants or conditions or limitations contained in of this Lease on its Tenant’s part to be performed performed, including without limitation, the failure to comply with Laws, (e) easements or complied withother agreements entered into by Landlord at the request of Tenant following the Effective Date, and (f) any accident, injury, death or damage to the person, property or business of Tenant or Invitees, or any other person that shall happen at, in, upon, or at the Premises, and arising out of Tenant’s negligent or wrongful acts or omissions thereon. In case any action or proceeding is brought against any Landlord Indemnitee by reason of need not have first paid any such claim, claim to be so indemnified and held harmless by Tenant. Tenant, upon written notice from Landlord, shall defend any claim against Landlord at Tenant’s expense resist or defend sole expense, using legal counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such action or proceeding by counsel approved by Landlord in writing, which approval Landlord agrees not to unreasonably withholddefense. If Tenant has insurance policies covering any of the aforementioned risks, no claim shall be made against Tenant Tenant’s indemnity obligations under this ARTICLE 10 unless Section 14.2 and until elsewhere in this Lease arising prior to the insurer termination of this Lease shall fail or refuse to defend and/or pay all or any part thereofsurvive such termination.

Indemnification of Landlord by Tenant. Except to the extent prohibited by any Legal Requirements, Tenant shall indemnify indemnify, defend upon request and save hold Landlord, together with its parentAffiliates, affiliates and subsidiary organizationspartners, its and their respective shareholdersofficers, directors, members, directorstrustees, managersemployees, officers, employees and agents and any Fee Mortgagee Lenders harmless from and against, all demands, causes of action, judgments, costs, damages (collectively “Landlord Indemnitees”) harmless against including punitive and from all liabilities, obligations, consequential damages, penalties), claims, liabilities, expenses (including attorneys' fees, disbursements and actual costs), lienslosses, charges penalties and expenses, including but not limited to reasonable fees and court costs for architects, engineers, attorneys and other professionals, which may be imposed upon or incurred suffered by or asserted claimed against Landlord Indemnitees by reason of any of them (whether arising from events prior or subsequent to the following occurrences during the Term of this Lease: any work doneEffective Date), directly or indirectly, except for liability arising from Landlord's gross negligence or willful misconduct, based on or arising out of, in whole or about in part: (a) the Property or any part thereof by Tenant or any of its Space Tenants or its or their agents, contractors, employees, subtenants, licensees or invitees; any use, non-use, possession, occupation, condition, operation, maintenance or management maintenance, repair, alteration, and occupancy of the Property Premises or the business conducted therein or therefrom, (b) any part thereof act, omission, negligence or willful misconduct of Tenant, its Affiliates or Invitees, (other than c) contamination of the Premises or the ground waters thereof, any usedischarge of toxic or hazardous sewage or waste materials from the Premises into any septic facility or sewer system, possession, occupation, condition, operation any Environmental Law or maintenance by Landlord release or its contractors, licensees or invitees); any negligence existence of Hazardous Materials on the part Premises (irrespective of whether there has occurred a violation thereof) relating to the Premises, including without limitation, any loss of value to the Premises in connection therewith, (d) any breach, violation or nonperformance by Tenant or any of its agents, contractors, employees, or Space Tenants, or its or their subtenants, licensees or invitees; any accident, injury or damages to any person or property occurring in, on or about the Property or any part thereof; violation of any Legal Requirement by claiming under Tenant or anyone acting by, through or under Tenant; or any failure on the part Invitees of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, representations, warranties, covenants or conditions or limitations contained in of this Lease on its Tenant's part to be performed performed, including without limitation, the failure to comply with Laws, (e) easements or complied withother agreements entered into by Landlord at the request of Tenant following the Effective Date, and (f) any accident, injury, death or damage to the person, property or business of Tenant or Invitees, or any other person that shall happen at, in, upon, or arising out of the Premises, however occurring. In case any action or proceeding is brought against any Landlord Indemnitee by reason of need not have first paid any such claim, claim to be so indemnified and held harmless by Tenant. Tenant, upon written notice from Landlord, shall defend any claim against Landlord at Tenant’s expense resist or defend 's sole expense, using legal counsel satisfactory to Landlord and Landlord shall cooperate with Tenant in such action or proceeding by counsel approved by Landlord in writing, which approval Landlord agrees not to unreasonably withholddefense. If Tenant has insurance policies covering any of the aforementioned risks, no claim shall be made against Tenant Tenant's indemnity obligations under this ARTICLE 10 unless Section 15.2 and until elsewhere in this Lease arising prior to the insurer termination of this Lease shall fail or refuse to defend and/or pay all or any part thereofsurvive such termination.

Indemnification of Landlord by Tenant. Except to To the fullest extent prohibited permitted by any Legal Requirementslaw, Tenant shall indemnify indemnify, defend and save protect Landlord, together and hold Landlord harmless from any and all loss, cost, damage, expense and/or liability (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising at any time and from any cause whatsoever in or about the Premises, other than damages proximately caused by reason of the negligence or willful misconduct of Landlord or its parent, affiliates and subsidiary organizations, its and their respective shareholders, members, directors, managers, officers, employees and agents and employees, including, without limiting the generality of the foregoing: (i) any Fee Mortgagee (collectively “Landlord Indemnitees”) harmless against and from all liabilities, obligations, damages, penalties, claims, costs, liens, charges and expenses, including but not limited to reasonable fees and costs for architects, engineers, attorneys and other professionals, which may be imposed upon default by Tenant in the observance or incurred by or asserted against Landlord Indemnitees by reason performance of any of the following occurrences during the Term terms, covenants or conditions of this Lease: any work done, in Lease on Tenant’s part to be observed or about performed; (ii) the Property use or any part thereof occupancy of the Premises by Tenant or any of its Space Tenants person claiming by, through, or its or their agents, contractors, employees, subtenants, licensees or inviteesunder Tenant; any use, non-use, possession, occupation, condition, operation, maintenance or management (iii) the condition of the Property Premises or any part thereof (other than any use, possession, occupation, condition, operation occurrence or maintenance by Landlord or its contractors, licensees or invitees); any negligence happening on the part Premises from any cause whatsoever; or (iv) any acts, omissions or negligence of Tenant or any person claiming by, through or under Tenant, or of its the contractors, agents, contractorsservants, employees, visitors or Space Tenantslicensees of Tenant or any such person, or its or their subtenants, licensees or invitees; any accident, injury or damages to any person or property occurring in, on or about the Property Premises, either prior to or during the Lease term (including, without limitation, any part thereof; violation holdovers in connection therewith), including, without limitation, any acts, omissions, or negligence in the making or performance of any Legal Requirement Alterations. Tenant further agrees to indemnify and hold harmless Landlord, Landlord’s agents, and the landlord or landlords under all ground or underlying leases, from and against any and all loss, cost, liability, damage, and expense (including, without limitation, reasonable attorneys’ fees) incurred in connection with or arising from any claims by Tenant any persons by reason of injury to persons in the Premises or anyone acting bydamage to property in the Premises occasioned by any use, through occupancy, condition, occurrence, happening, act, omission or under Tenant; negligence referred to in the preceding sentence. The provisions of this Section shall survive the expiration or any failure on the part sooner termination of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part with respect to any claims or liability occurring prior to such expiration or termination, and shall not be performed or complied with. In case any action or proceeding is brought against any Landlord Indemnitee limited by reason of any insurance carried by Landlord and Tenant. For purposes of clarification, the foregoing indemnifications of Tenant shall not be deemed to apply to any loss, cost, damage, expense or liability arising out of or resulting from the release of any Hazardous Material on, under or about the Premises to the extent such claim, release was caused by or attributable to the action or inaction of a party other than Tenant, upon written notice from Landlordits employees, shall at Tenant’s expense resist agents, contractors or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord agrees not to unreasonably withhold. If Tenant has insurance policies covering any of the aforementioned risks, no claim shall be made against Tenant under this ARTICLE 10 unless and until the insurer shall fail or refuse to defend and/or pay all or any part thereofinvitees.

Indemnification of Landlord by Tenant. Except Subject to the provisions of Section 13.4 above, and except to the extent prohibited caused by or resulting from the negligence or willful misconduct of any Legal RequirementsLandlord Parties, Tenant shall indemnify indemnify, defend upon request and save Landlordhold harmless the Landlord Parties and Lenders from and against, together with its parentall demands, affiliates causes of action, judgments, costs, damages (including punitive and subsidiary organizations, its and their respective shareholders, members, directors, managers, officers, employees and agents and any Fee Mortgagee (collectively “Landlord Indemnitees”) harmless against and from all liabilities, obligations, consequential damages, penalties), claims, liabilities, expenses (including reasonable attorneys’ fees, disbursements and actual costs), lienslosses, charges penalties and expenses, including but not limited to reasonable fees and court costs for architects, engineers, attorneys and other professionals, which may be imposed upon or incurred suffered by or asserted claimed against Landlord Indemnitees by reason of any of them (whether arising from events prior or subsequent to the Effective Date), directly or indirectly, to the extent based on or arising out of, in whole or in part, the following occurrences during matters: (a) the Term of this Lease: any work done, in or about the Property or any part thereof by Tenant or any of its Space Tenants or its or their agents, contractors, employees, subtenants, licensees or invitees; any use, non-use, possession, occupation, condition, operation, maintenance or management maintenance, repair, alteration, and occupancy of the Property Premises or the business conducted therein or therefrom, (b) any part thereof (other than any use, possession, occupation, condition, operation act or maintenance by Landlord or its contractors, licensees or invitees); any negligence on the part omission of Tenant or Tenant Parties in, upon, about or directly related to the Premises, or any negligence or willful misconduct of Tenant or Tenant Parties regardless of location, (c) any uncured violation by Tenant, its agentsemployees, agents or contractors, employeesof the provisions of Section 6.3 hereof, (d) any breach, violation or Space Tenants, nonperformance by Tenant (or its or their subtenants, licensees or invitees; any accident, injury or damages to violation by any person or property occurring in, on or about the Property or any part thereof; violation of any Legal Requirement by claiming under Tenant or anyone acting by, through or under Tenant; or any failure on the part Invitees) of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, representations, warranties, covenants or conditions or limitations contained in of this Lease on its Tenant’s part to be performed performed, including without limitation, the failure to comply with Laws, (e) easements or complied withother agreements entered into by Landlord in its capacity as owner of the Premises at the request of Tenant following the Effective Date, and (f) any accident, injury, death or damage to the person, property or business of Tenant or Invitees, or any other person that shall happen at, in, upon, or arising out of the Premises, however occurring. In case any action or proceeding is brought against any Landlord Indemnitee by reason of need not have first paid any such claim, claim to be so indemnified and held harmless by Tenant. Tenant, upon written notice from Landlord, shall defend any claim against Landlord for which Tenant has indemnified Landlord at Tenant’s expense resist or defend sole expense, using legal counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such action or proceeding by counsel approved by Landlord in writing, which approval Landlord agrees not to unreasonably withholddefense. If Tenant has insurance policies covering any of the aforementioned risks, no claim shall be made against Tenant Tenant’s indemnity obligations under this ARTICLE 10 unless Section 14.3 and until elsewhere in this Lease arising prior to the insurer termination of this Lease shall fail or refuse to defend and/or pay all or any part thereofsurvive such termination.

Indemnification of Landlord by Tenant. Except to the extent prohibited by any Legal Requirements, Tenant shall indemnify and save Landlord, together with its parent, affiliates Affiliates and subsidiary organizations, its and their respective shareholders, members, directors, managers, officers, employees and agents and any Fee Mortgagee (collectively “Landlord Indemnitees”) harmless against and from all liabilities, obligations, damages, penalties, claims, costs, liens, charges and expenses, including but not limited to reasonable fees and costs for architects, engineers, attorneys and other professionals, which may be imposed upon or incurred by or asserted against Landlord Indemnitees (unless caused by the gross negligence or willful misconduct of Landlord) by reason of any of the following occurrences during the Term of this Lease: any work done, in or about the Property Premises or any part thereof by Tenant or any of its Space Tenants or its or their agents, contractors, employees, subtenants, licensees or invitees; any use, non-use, possession, occupation, condition, operation, maintenance or management of the Property Premises or any part thereof (other than any use, possession, occupation, condition, operation or maintenance by Landlord or its contractors, licensees or invitees)thereof; any negligence on the part of Tenant or any of its agents, contractors, employees, or Space Tenants, or its or their subtenants, licensees or invitees; any accident, injury or damages to any person or property occurring in, on or about the Property Premises or any part thereof; violation of any Legal Requirement by Tenant or anyone acting by, through or under Tenant; Tenant or any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with. In case any action or proceeding is brought against any Landlord Indemnitee by reason of any such claim, Tenant, upon written notice from Landlord, shall at Tenant’s expense resist or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord agrees not to unreasonably withhold. If Tenant has supplied Landlord with insurance policies covering any of the aforementioned risks, no claim shall be made against Tenant under this ARTICLE 10 12 unless and until the insurer shall fail or refuse to defend and/or pay all or any part thereof.

Indemnification of Landlord by Tenant. Except to the extent prohibited by any Legal Requirements, Tenant shall indemnify indemnify, defend upon request and save Landlordhold Landlord and Landlord Parties harmless from and against all demands, together with its parentcauses of action, affiliates judgments, costs, damages (including punitive and subsidiary organizations, its and their respective shareholders, members, directors, managers, officers, employees and agents and any Fee Mortgagee (collectively “Landlord Indemnitees”) harmless against and from all liabilities, obligations, consequential damages, penalties), claims, liabilities, expenses (including attorneys’ fees, disbursements and actual costs), lienslosses, charges penalties and expenses, including but not limited to reasonable fees and court costs for architects, engineers, attorneys and other professionals, which may be imposed upon brought or incurred by or asserted claimed against Landlord Indemnitees by reason of any of them by any third party (whether arising from events prior or subsequent to the following occurrences during the Term of this Lease: any work doneEffective Date), directly or indirectly, based on or arising out of, in whole or about in part: (a) the Property or any part thereof by Tenant or any of its Space Tenants or its or their agents, contractors, employees, subtenants, licensees or invitees; any use, non-use, possession, occupation, condition, operation, maintenance or management maintenance, repair, alteration, and occupancy of the Property Premises or the business conducted therein or therefrom, (b) any part thereof act, omission, negligence or willful misconduct of Tenant, its partners, officers, directors, members, trustees, employees, agents or Affiliates (other than each a “Tenant Party”; collectively, the “Tenant Parties”), (c) contamination of the Premises or the ground waters thereof, any usedischarge of toxic or hazardous sewage or waste materials from the Premises into any septic facility or sewer system, possession, occupation, condition, operation any Environmental Law or maintenance by Landlord release or its contractors, licensees or invitees); any negligence existence of Hazardous Materials on the part Premises (irrespective of whether there has occurred a violation thereof), including without limitation, any loss of value to the Premises in connection therewith, (d) any breach, violation or nonperformance by Tenant or any of its agents, contractors, employees, or Space Tenants, or its or their subtenants, licensees or invitees; any accident, injury or damages to any person or property occurring in, on or about the Property claiming under Tenant or any part thereof; violation other Tenant Parties of any Legal Requirement by Tenant or anyone acting by, through or under Tenant; or any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, representations, warranties, covenants or conditions or limitations contained in of this Lease on its Tenant’s part to be performed, including without limitation, the failure to comply with Laws, or any obligations required to be performed under any covenants, conditions, easements and agreements affecting the Premises, (e) easements or complied withother agreements entered into by Landlord at the request of Tenant following the Effective Date, and (f) any accident, injury, death or damage to the person, property or business of Tenant or Tenant’s invitees, or any other person that shall happen at, in, upon, or arising out of the Premises, however occurring; provided that Tenant shall not be liable to the extent that any Claims result from the gross negligence, recklessness or willful misconduct of Landlord or any other Landlord Parties. In case any action or proceeding is brought against any Landlord Indemnitee by reason of need not have first paid any such claim, claim to be so indemnified and held harmless by Tenant. Tenant, upon written notice from Landlord, shall defend any claim against Landlord at Tenant’s expense resist or defend such action or proceeding by sole expense, using legal counsel reasonably satisfactory to Landlord and approved by the appropriate insurance carrier, and Landlord shall cooperate with Tenant in writing, which approval Landlord agrees not to unreasonably withholdsuch defense. If Tenant has insurance policies covering any of the aforementioned risks, no claim shall be made against Tenant Tenant’s indemnity obligations under this ARTICLE 10 unless Section 13.2 and until elsewhere in this Lease accruing prior to the insurer termination of this Lease shall fail or refuse to defend and/or pay all or any part thereofsurvive such termination.

Indemnification of Landlord by Tenant. Except to To the extent prohibited permitted by any Legal Requirementsapplicable law, Tenant shall agrees that it will indemnify and save Landlordhold Landlord harmless of, together with its parentfrom and against (i) all fines, affiliates suits, loss, cost, liability, claims, demands, actions and subsidiary organizationsjudgments of every kind and character by reason of any breach, its violation or nonperformance of any term, provision, covenant, agreement or condition on the part of the Tenant hereunder and their respective shareholders(ii) all claims, membersdemands, directors, managers, officers, employees and agents and any Fee Mortgagee (collectively “Landlord Indemnitees”) harmless against and from all liabilities, obligationsactions, damages, penaltiesloss, claimscost, costsliabilities, liensexpenses and judgments suffered by, charges and expenses, including but not limited to reasonable fees and costs for architects, engineers, attorneys and other professionals, which may be imposed upon or incurred by recovered from or asserted against Landlord Indemnitees 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 reason of any of the following occurrences during the Term of this Lease: any work donean act, in omission, negligence or about the Property or any part thereof by Tenant or any of its Space Tenants or its or their agents, contractors, employees, subtenants, licensees or invitees; any use, non-use, possession, occupation, condition, operation, maintenance or management of the Property or any part thereof (other than any use, possession, occupation, condition, operation or maintenance by Landlord or its contractors, licensees or invitees); any negligence misconduct on the part of Tenant or any of its agents, contractorsservants, employees, or Space Tenantscontractors, or its or their subtenantspatrons, guests, licensees or invitees; invitees or of any accident, other person entering upon the Premises under or with the express or implied invitation or permission of Tenant or when any such injury or damages to any person damage is the result, proximate or property occurring inremote, on or about of the Property or any part thereof; violation of any Legal Requirement by Tenant or anyone acting byany of its agents, through servants, employees, contractors, patrons, guests, licensees or under Tenant; invitees of any law, ordinance or governmental order of any failure on the part of Tenant to perform kind, or comply with any of the covenantsrules and regulations included in the Lease (as such rules and regulations may hereafter at any time or from time to time be amended or supplemented), agreementsor when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, termsits agents, provisionsservants, conditions employees, contractors, patrons, guests, licensees or limitations contained invitees of the Premises, SUCH INDEMNITY BY TENANT OF LANDLORD SHALL INCLUDE MATTERS ARISING IN WHOLE OR IN PART AS A RESULT OF THE SOLE OR CONCURRENT NEGLIGENCE OF LANDLORD but shall exclude matters arising out of Landlord’s gross negligence or intentional misconduct. Tenant covenants and agrees that in this case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to the Lease on its part or to be performed the Premises, then Tenant shall pay all costs and expenses, including reasonable attorneys’ fees and court costs, incurred by or complied with. In case any action or proceeding is brought against any imposed upon Landlord Indemnitee by reason virtue of any such claimlitigation and the amount of all such costs and expenses, Tenant, upon written notice from Landlordincluding attorneys’ fees and court costs, shall at Tenant’s expense resist or defend such action or proceeding be paid by counsel approved by Tenant to Landlord in writingwithin ten (10) days following receipt of a request therefor, which approval Landlord agrees not to unreasonably withhold. If Tenant has insurance policies covering any of plus Interest from the aforementioned risks, no claim shall be made against Tenant under this ARTICLE 10 unless and date expended until the insurer shall fail or refuse to defend and/or pay all or any part thereofpayment.