Common use of Indemnification of Landlord Clause in Contracts

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring during the Term on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant's control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property during the Term or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant's obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same. Notwithstanding the foregoing, indemnification with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)respect to Hazardous Substances is governed by Section 4.3. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementAgreement for a period of three (3) years.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant's control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant Governmental Agencies relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant's obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any Any such claim, action or proceeding asserted or instituted against Landlord (covered under this indemnity shall be defended by counsel selected by Tenant and shall not be responsible for any duplicative attorneys’ fees incurred reasonably acceptable to Landlord, at Tenant's expense. Notwithstanding the foregoing, indemnification with respect to Hazardous Substances is governed by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)Section 4.3. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the expiration or any early termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify indemnify, and hold harmless Landlord for, from from, and against all liabilities, obligations, claims, damages, penalties, causes of action, costs costs, and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to to, or death of persons persons, or loss of or damage to property of third parties, occurring during the Term on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant’s control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance maintenance, or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s Personal Property during the Term, or any litigation, proceeding proceeding, or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingrepair; provided, failure that Tenant’s obligations hereunder shall not apply to perform obligations (other than Condemnation proceedings) to which Landlord is made a partyany liability, (c) obligation, claim, damage, penalty, cause of action, cost, or expense arising from any Impositions that are the obligations gross negligence or willful misconduct of Tenant to pay pursuant to the applicable provisions of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors, or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action action, or proceeding asserted or instituted against Landlord covered under this indemnity (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.7 shall survive the termination of this AgreementLease for a period of one year.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.3.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the date hereof. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s the gross negligence or willful misconductmisconduct of Landlord or any Person acting on Landlord’s behalf, and provided that Tenant shall have the right to control the defense of any such claim: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings), or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.2.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementAgreement and/or (e) any of the assets owned or businesses conducted by Tenant or Person Controlling, Controlled by or under common Control with Tenant, whenever arising. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with LandlordXxxxxxxx’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property from and after the Commencement Date. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to the any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the followingany failure by Tenant or any Person claiming by, except to the extent caused by Landlord’s gross negligence through or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by under Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the gross negligence or willful misconduct of Landlord or any other Indemnitee. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations incurred by Landlord and arising from a failure of Tenant under strictly to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate. Tenant's obligations pursuant to the obligations terms of this Section 4.3.2 are subject to Tenant's right to use the Reserve for the purposes set forth in Section 4.4 and shall survive the termination of this Agreement5.1.2(a)(v).

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectdefend, indemnify and save and hold Landlord harmless Landlord for, from and against any and all liabilities, obligations, claimslosses, damages, injunctions, suits, actions, fines, penalties, causes of actionclaims, demands, costs and reasonable expenses (includingof every kind or nature, without limitation, including reasonable attorneys’ fees)' fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Agreement, on Tenant's part to be performed including but not limited to the maximum extent permitted by lawpayment of any fee, imposed cost or expense which Tenant is obligated to pay and discharge hereunder, (b) any accident, injury or damage which shall happen at, in or upon the Leased Property, however occurring; (c) any matter or incurred by or asserted against Landlord by reason thing growing out of the followingcondition, except occupation, maintenance, alteration, repair, use or operation by any person of the Leased Property, or any part thereof, or the operation of the business contemplated by this Agreement to be conducted thereon, thereat, therein, or therefrom; (d) any failure of Tenant to comply with the extent caused Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof, arising on or after the date Tenant takes possession of the Leased Property and occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances, whether by Tenant or by any agent or invitee of Tenant; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or by any agent of Tenant; or (g) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, provided, however, Tenant shall not be liable for or be obligated to indemnify Landlord from and against any damages resulting from Landlord’s 's gross negligence or willful misconduct: (a) any accident. THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD'S OWN NEGLIGENCE, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by UNLESS SPECIFICALLY OTHERWISE PROVIDED. Tenant, any Manager or anyone claiming 's indemnity obligations under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant this Article and elsewhere in this Agreement arising prior to the applicable provisions termination or permitted assignment of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, Agreement shall contest, resist and defend survive any such claim, action termination or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementassignment.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectdefend, indemnify and save and hold Landlord harmless Landlord for, from and against any and all liabilities, obligations, claimslosses, damages, injunctions, suits, actions, fines, penalties, causes of actionclaims, demands, costs and reasonable expenses (includingof every kind or nature, without limitation, including reasonable attorneys’ fees)' fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Agreement, on Tenant's part to be performed including but not limited to the maximum extent permitted by lawpayment of any fee, imposed cost or expense which Tenant is obligated to pay and discharge hereunder, (b) any accident, injury or damage which shall happen at, in or upon the Leased Property, however occurring; (c) any matter or incurred by or asserted against Landlord by reason thing growing out of the followingcondition, except occupation, maintenance, alteration, repair, use or operation by any person of the Leased Property, or any part thereof, or the operation of the business contemplated by this Agreement to be conducted thereon, thereat, therein, or therefrom; (d) any failure of Tenant to comply with the extent caused Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof, arising on or after the date Tenant takes possession of the Leased Property and occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances, whether by Tenant or by any agent or invitee of Tenant; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or by any agent of Tenant; (g) any fines, penalties, or refunds due and payable to Medicare or Medicaid arising out of the operation of the Leased Property by Tenant; or (h) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, provided, however, Tenant shall not be liable for or be obligated to indemnify Landlord from and against any damages resulting from Landlord’s 's gross negligence or willful misconduct: (a) any accident. THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD'S OWN NEGLIGENCE, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by UNLESS SPECIFICALLY OTHERWISE PROVIDED. Tenant, any Manager or anyone claiming 's indemnity obligations under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant this Article and elsewhere in this Agreement arising prior to the applicable provisions termination or permitted assignment of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, Agreement shall contest, resist and defend survive any such claim, action termination or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementassignment.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconduct) by reason of: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights right of way, including, without limitation, any claims of malpractice; (bii) any past, present or future use, misuse, non-use, non-compliance, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities Governmental Agencies or other third parties (other than Condemnation proceedings) to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, non-compliance, condition, management, maintenance, or repair thereof including, failure to perform obligations thereof; (other than Condemnation proceedings) to which Landlord is made a party, (ciii) any Impositions that (which are the obligations obligation of Tenant to pay pursuant to the applicable provisions of this Agreement, Lease) and (div) any failure on or inability to obtain the part insurance coverage required hereunder. Tenant shall pay all amounts payable under this Paragraph 18(f) within ten (10) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of Tenant or anyone claiming under Tenant determination to perform or comply with any the date of the terms of this Agreementpayment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 Paragraph 18(f) are in addition to the obligations set forth in Section 4.4 Paragraph 19(c) and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant's control, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, and (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement; provided, and (d) however, that Tenant's obligations hereunder shall not apply to any failure on liability, obligation, claim, damage, penalty, cause of action, cost or expense to the part extent the same arises from any negligence or willful misconduct of Tenant Landlord, its employees, agents or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.7 for any incremental increase in costs or conditioned)expenses resulting therefrom. The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof the Collective Leased Properties or adjoining sidewalks or rights of way, including, without limitation, any claims of malpractice, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them the Collective Leased Properties or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof the Collective Leased Properties or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) ), to which Landlord is made a party, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant shall pay all amounts payable under this Section 9.7 within ten (10) days after demand therefor and, if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed withheld or conditioneddelayed). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law, provided that any of the foregoing arises by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigationPerson claiming by, proceeding through or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights sidewalks, including, without limitation, any claims of waymalpractice, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating related to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this AgreementLease), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementLease. Tenant shall pay all amounts payable under this Section 9.5 within ten (10) days after demand therefor, and if not timely paid, such amounts shall bear interest at the overdue rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of same as Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementsees fit.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent permitted by Law, Tenant shall protect, agrees to indemnify and hold save Landlord and its respective agents and employees harmless Landlord for, from and against all liabilities, obligationsclaims, claimssuits, fines, penalties, damages, penaltieslosses, causes of actionfees, costs and reasonable expenses (including, without limitationbut not limited to, reasonable Landlord’s attorneys’ fees)) that may be imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: of: (a) any accidentAny work or thing to be done in, injury to or death of persons or loss of or damage to property occurring on or about the Premises or any Property part thereof other than Landlord’s work or portion thereof or adjoining sidewalks or rights of way, improvements; (b) any past, present or future Any use, misuse, non-useoccupation, condition, management, maintenance operation of the Premises or repair by Tenant, any Manager part thereof or anyone claiming under of any adjacent property or any occurrence on any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, the same; (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure Any action or omission on the part of Tenant or anyone claiming under any Sub Tenant or any of its or their agents, contractors, servants, employees, licensees or invitees; (d) Any accident, injury (including death) or damage, regardless of the cause thereof, to any person or property occurring in, on or about the Premises or any part thereof or any Adjacent Facility; and/or (e) Any failure on Tenant’s part to perform or comply with any of the covenants, agreements, terms or conditions in this Lease or in any sublease, license, concession or other agreement entered into by Tenant. The provisions of this AgreementSection shall survive the expiration or earlier termination of this Lease. Tenant agrees to pay, and to indemnify Landlord against, all costs and expenses (including, but not limited to, Landlord’s reasonable attorneys’ fees) incurred by or imposed upon Landlord by or in connection with any litigation to which Landlord becomes or is made a party without fault in its part, whether commenced by or against Tenant, at its expense, shall contest, resist or that may be incurred by Landlord in enforcing any of the covenants and defend agreements of this Lease (with or without the institution of any such claim, action or proceeding asserted relating to the Premises or instituted against this Lease) or in obtaining possession of the Premises after an Event of Default or upon expiration or earlier termination of this Lease. Landlord (and may, but shall not be responsible for obligated to, cure any duplicative Default by Tenant hereunder. All sums expended and all costs and expenses (including, but not limited to, reasonable attorneys’ fees fees) incurred by Landlord pursuant to the provisions of this Lease or on account of any Default by Tenant under this Lease shall bear interest thereon from the respective dates when expended or incurred by Landlord at Prime plus three per cent (3%) per annum until repaid by Tenant to Landlord) , and all such sums together with such interest shall become Additional Rent under this Lease, payable by Tenant to Landlord on the next rent date after such expenditure. All Rent and other amounts payable by Tenant under this Lease shall be and are hereby declared to be a valid and first lien upon Tenant’s interest in the Premises and upon the rents, issues and profits in any manner arising or may compromise or otherwise dispose growing out of the same, with and upon Tenant’s interest in this Lease. Landlord’s prior written granting of any consent (which under this Lease, or Landlord’s failure to object to any action taken by Tenant without Landlord’s consent may required under this Lease, shall not be unreasonably withhelddeemed a waiver by Landlord of its rights to require such consent for any further similar act by Tenant. No waiver by a party of any other breach of the covenants of this Lease shall be construed, delayed taken or conditioned)held to be a waiver of any other breach or to be a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The obligations None of Tenant the covenants under this Section 9.5 are Lease, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No remedy conferred upon or reserved to a party under this Lease or under law shall be considered exclusive of any other remedy, but such remedies shall be cumulative and shall be in addition to the obligations set forth every other remedy given hereunder or now or hereafter existing at law or in Section 4.4 equity or by statute or otherwise, and every power and remedy given by this Lease to that party which may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, without precluding that party’s simultaneous or later exercise of any or all other rights or remedies. No delay or omission of a party Landlord to exercise any right or power arising from any Default or Event of Default shall survive the termination impair any such right to power or shall be construed to be a waiver of this Agreementany such Default or Event of Default or acquiescence therein.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconductmisconduct after the Commencement Date) by reason of: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof of the Leased Properties or adjoining sidewalks or rights right of way, including, without limitation, any claims of malpractice; (bii) any past, present or future use, misuse, non-use, non-compliance, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under Tenant of any of them the Leased Properties or Tenant’s the Related Personal Property or any litigation, proceeding or claim by governmental entities Government Agencies or other third parties (other than Condemnation proceedings) to which Landlord is made a party or participant relating to any Property of the Leased Properties or portion thereof or Tenant’s the Related Personal Property or such use, misuse, non-use, non-compliance, condition, management, maintenance, or repair thereof including, failure to perform obligations thereof; (other than Condemnation proceedings) to which Landlord is made a party, (ciii) any Impositions that (which are the obligations obligation of Tenant to pay pursuant to the applicable provisions of this AgreementLease), and (div) any failure on the part or inability of Tenant or anyone claiming under Tenant to perform or comply with obtain the insurance coverage required hereunder. If at any time Landlord shall have received written notice of the terms assertion of a claim, Landlord shall give reasonably prompt written notice of such claim to Tenant, provided that (x) Landlord shall have no liability for the failure to give notice of any claim of which Tenant has otherwise been notified or has actual knowledge, and (y) the failure of Landlord to give such a notice to Tenant shall not limit the rights of Landlord or the obligations of Tenant with respect to such claim, except to the extent that Tenant suffers actual monetary loss as a result of such failure. Tenant shall pay all amounts payable under this AgreementParagraph 18(f) within fifteen (15) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date payment thereof is required hereunder to the date of payment. Tenant shall have the right to control the defense and settlement of any such claim (but Tenant, without Landlord's prior written consent, which Landlord may withhold in Landlord's sole and absolute discretion, shall not be permitted to settle any claim if such settlement would admit criminal liability of Landlord), and Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), provided no such consent shall be required if the compromise or settlement shall result in a complete release of Landlord from the claim so compromised or settled). Landlord shall have the right (but not the obligation), at Landlord's election and sole cost and expense, to participate in the defense of any such claim, and Tenant shall have no obligation to reimburse Landlord for any attorneys' fees incurred by Landlord in connection with same. The obligations of Tenant under this Section 9.5 Paragraph 18(f) are in addition to the obligations set forth in Section 4.4 Paragraph 19(c) and shall survive the termination of this AgreementLease for two (2) years.

Indemnification of Landlord. Notwithstanding Except for claims for which Landlord is compensated under the existence of any insurance provided for herein described in Section 20.2 (and without regard to the policy limits extent of any such insurance, Tenant shall protect, indemnify compensation) and hold harmless Landlord for, from for which a waiver of subrogation is in effect and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s the gross negligence or willful misconduct: misconduct of Landlord or its Affiliates (aas hereinafter defined), Tenant indemnifies and shall hold Landlord, and its affiliates, partners, representatives, directors, trustees, officers, employees, lenders, successors and assigns (collectively, the “Affiliates”) and its property manager harmless from and defend Landlord and the Affiliates and its property manager against any accident, and all claims or liabilities for any injury to or death of persons or loss of to any person or damage to any property whatsoever: 1. Either (i) occurring on in, on, or about the Premises, or (ii) occurring in, on, or about any Property facilities including, without limitation, elevators, stairways, passageways or portion thereof hallways the use of which Tenant may have in conjunction with other tenants of the Building, when such injury, death or adjoining sidewalks damage shall be caused in part or rights in whole by the act, neglect or fault of, or omission of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair duty with respect to the same by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigationits agents, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such useemployees, misusecontractors, non-useinvitees, conditionlicensees, management, maintenancetenants, or repair thereof including, failure to perform obligations assignees; 2. Arising from any work or thing whatsoever done by or benefiting the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant indemnification shall be proportionate to the applicable provisions benefit to Tenant with respect to matters done by other parties which benefit Tenant and other tenants of this Agreement, and (d) the Building); 3. Arising from any failure breach or default on the part of the Tenant in the performance of any covenant or anyone claiming under agreement on the part of the Tenant to perform or comply with any of be performed pursuant to the terms of this AgreementLease; or 4. Otherwise arising from any act or neglect of the Tenant, at or any of its expenseagents, shall contestemployees, resist contractors, invitees, licensees, tenants or assignees; and 5. From and defend against all costs, expenses, counsel fees, and court costs incurred or assessed in connection with any such claimor all of the foregoing. Furthermore, in case any action or proceeding asserted or instituted be brought against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with and/or Landlord’s prior written consent (which consent may not property manager by reason of any claims or liability as set forth above, Tenant agrees to cause such action or proceeding to be unreasonably withheld, delayed or conditioned)defended at Tenant’s sole expense by counsel reasonably satisfactory to Landlord. The obligations provisions of Tenant under this Section 9.5 are in addition Lease with respect to the obligations set forth in Section 4.4 and shall survive the any claims or liability occurring or caused prior to any expiration or termination of this AgreementLease shall survive expiration or termination. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, VENTURERS, BENEFICIARIES, MORTGAGEES, AGENTS OR REPRESENTATIVES (COLLECTIVELY, “LANDLORD’S RELATED PARTIES”), FROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, BUT IN SUCH EVENT TENANT SHALL NOT BE RESPONSIBLE FOR THAT PORTION OF ANY LOSS WHICH IS HELD TO BE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR LANDLORD’S RELATED PARTIES.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent permitted by Applicable Requirements, Tenant shall protectindemnify, indemnify defend, protect and hold Landlord and the other Landlord Parties harmless Landlord forof and from Claims arising out of or in connection with, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), or related to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any of the following, except including Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the extent caused by Landlordbenefit of the Landlord Parties, any immunity to which Tenant may be entitled under any worker’s gross negligence or willful misconductcompensation laws: (a) any accidentthe use or occupancy of, injury to or death the conduct of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of waybusiness in, the Premises; (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any the performance of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, Alterations; (c) the use, generation, storage, handling, release, transport, or disposal by Tenant or any Impositions that are other Tenant Parties of any Hazardous Materials in or about the obligations Premises or any other portion of Tenant the Building or the Property, including damages for diminution in the value of the Property and sums to pay pursuant to the applicable provisions of this Agreementremediate, clean up and remove such Hazardous Materials; (d) any failure on other occurrence or condition in, on, or about the part Premises; or (e) acts, neglect or omissions of Tenant or anyone claiming under any other Tenant to perform Parties in or comply with about any portion of the terms Building or the Property. The foregoing indemnification shall apply regardless of the active or passive negligence of Landlord Parties and regardless of whether liability without fault or strict liability is imposed or sought to be imposed on the Landlord Parties, but shall not apply with respect to any Landlord Party to the extent that a final judgment of a court of competent jurisdiction establishes that a Claim was proximately caused by the willful misconduct of that Landlord Party. Landlord shall have the right to approve legal counsel proposed by Tenant for defense of any Claim indemnified against hereunder or under any other provision of this AgreementLease. If Landlord disapproves the legal counsel proposed by Tenant for the defense of any Claim indemnified against hereunder, Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)indemnity obligation hereunder. The obligations provisions of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 10.2 shall survive the expiration or earlier termination of this AgreementLease until all Claims within the scope of this Section 10.2 are fully, finally, and absolutely barred by the applicable statutes of limitations. Tenant’s indemnity obligations under the Lease are subject to the waiver of subrogation contained in Section 10.4 of the Lease.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such including as otherwise covered by insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ legal fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring during the Term on or about any the Cypress Premises and Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant’s control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Cypress Premises or the Leased Property or Tenant’s Personal Property personal property during the Term or any litigation, proceeding or claim by governmental entities or other third parties Governmental Agencies to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant’s obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementcontractors. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) covered under this indemnity or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease for a period of three (3) years, plus for such additional time as is necessary until any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity is completely and finally resolved and all opportunities for appeals have passed.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectindemnify, indemnify save harmless and hold harmless defend Landlord, its council members, officers, officials, attorneys, employees, agents, successors and assigns (collectively with Landlord, the “Landlord Indemnitees”) for, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses claims (including, without limitation, reasonable attorneys’ feesby any person or entity not a signatory to this Lease for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Premises and the Improvements to the maximum extent permitted by lawPremises, imposed upon damages for the loss or restriction on use of rentable space or of any amenity in the Improvements to the Premises, damages arising from any adverse impact on marketing of space in the Improvements to the Premises, and sums paid in settlement of claims, attorney’s fees, consultant fees, expert fees and any fees and expenses incurred by in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against any Landlord by reason Indemnitees during or after the Term of this Lease as a result of the followingpresence of any Hazardous Substance on, except to in or under the extent caused Premises or any release of any Hazardous Substance into the air, soil, surface water or ground water, which Hazardous Substance was brought, kept or used in or about the Premises by LandlordTenant or Tenant’s gross negligence Personnel, or willful misconduct: (a) any accidentas a result of a breach by Tenant of its obligations under this Section 6.4. Tenant shall promptly provide Landlord copies of all communications, injury filings or other writings, photographs or materials given to or death of persons received from any person, entity or loss of agency in connection with any cleanup or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair Tenant’s Remedial Work conducted by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which and shall notify Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementof, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with permit Landlord’s prior written consent (which consent may not be unreasonably withheldrepresentative to attend, delayed any meetings or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementoral communications relating thereto.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent permitted by Law, Tenant shall protect, agrees to indemnify and hold save Landlord and its respective agents and employees harmless Landlord for, from and against all liabilities, obligationsclaims, claimssuits, fines, penalties, damages, penaltieslosses, causes of actionfees, costs and reasonable expenses (including, without limitationbut not limited to, reasonable Landlord’s attorneys’ fees)) that may be imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: of: (a) any accidentAny work or thing to be done in, injury to or death of persons or loss of or damage to property occurring on or about the Premises or any Property part thereof other than Landlord’s work or portion thereof or adjoining sidewalks or rights of way, improvements; (b) any past, present or future Any use, misuse, non-useoccupation, condition, management, maintenance operation of the Premises or repair by Tenant, any Manager part thereof or anyone claiming under of any adjacent property or any occurrence on any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, the same; (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure Any action or omission on the part of Tenant or anyone claiming under any Sub Tenant or any of its or their agents, contractors, servants, employees, licensees or invitees; (d) Any accident, injury (including death) or damage, regardless of the cause thereof, to any person or property occurring in, on or about the Premises or any part thereof or any Adjacent Facility; and/ or (e) Any failure on Tenant’s part to perform or comply with any of the covenants, agreements, terms or conditions in this Lease or in any sublease, license, concession or other agreement entered into by Tenant. The provisions of this AgreementSection shall survive the expiration or earlier termination of this Lease. Tenant agrees to pay, and to indemnify Landlord against, all costs and expenses (including, but not limited to, Landlord’s reasonable attorneys’ fees) incurred by or imposed upon Landlord by or in connection with any litigation to which Landlord becomes or is made a party without fault in its part, whether commenced by or against Tenant, at its expense, shall contest, resist or that may be incurred by Landlord in enforcing any of the covenants and defend agreements of this Lease (with or without the institution of any such claim, action or proceeding asserted relating to the Premises or instituted against this Lease) or in obtaining possession of the Premises after an Event of Default or upon expenses or earlier termination of this Lease. Landlord (and may, but shall not be responsible for obligated to, cure any duplicative Default by Tenant hereunder. All sums expended and all costs and expenses (including, but not limited to, reasonable attorneys’ fees fees) incurred by Landlord pursuant to the provisions of this Lease or on account of any Default by Tenant under this Lease shall bear interest thereon from the respective dates when expended or incurred by Landlord at Prime plus three per cent (3%) per annum until repaid by Tenant to Landlord) , and all such sums together with such interest shall become Additional Rent under this Lease, payable by Tenant to Landlord on the next rent date after such expenditure. All Rent and other amounts payable by Tenant under this Lease shall be and are hereby declared to be a valid and first lien upon Tenant’s interest in the Premises and upon the rents, issues and profits in any manner arising or may compromise or otherwise dispose growing out of the same, with and upon Tenant’s interest in this Lease. Landlord’s prior written granting of any consent (which under this Lease, or Landlord’s failure to object to any action taken by Tenant without Landlord’s consent may required under this Lease, shall not be unreasonably withhelddeemed a waiver by Landlord of its rights to require such consent for any further similar act by Tenant. No waiver by a party of any other breach of the covenants of this Lease shall be construed, delayed taken or conditioned)held to be a waiver of any other breach or to be a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The obligations None of Tenant the covenants under this Section 9.5 are Lease, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No remedy conferred upon or reserved to a party under this Lease or under law shall be considered exclusive of any other remedy, but such remedies shall be cumulative and shall be in addition to the obligations set forth every other remedy given hereunder or now or hereafter existing at law or in Section 4.4 equity or by statute or otherwise, and every power and remedy given by this Lease to that party which may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, without precluding that party’s simultaneous or later exercise of any or all other rights or remedies. No delay or omission of a party Landlord to exercise any right or power arising from any Default or Event of Default shall survive the termination impair any such right to power or shall be construed to be a waiver of this Agreementany such Default or Event of Default or acquiescence therein.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "INDEMNITEES" and, individually, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the followingany Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent caused by Landlord’s gross negligence the same arise from the acts or willful misconduct: (a) any accident, injury to or death omissions of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim during any period that Landlord or a Person designated by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedingsTenant) to which Landlord is made in possession of such Property from and after the date hereof. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a party, (c) any Impositions that are result of the obligations of Tenant to pay pursuant presence prior to the applicable provisions expiration or sooner termination of this Agreement, the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant such Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under this Section 9.5 are in addition to observe and perform (or to cause to be observed and performed) the obligations set forth in Section 4.4 and shall survive the termination requirements of this AgreementSECTION 4.4, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s 's gross negligence or willful misconduct: : (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to the any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section SECTION 9.5 are in addition to the obligations set forth in Section SECTION 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigationPerson claiming by, proceeding through or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross 's negligence on willful misconduct or willful misconduct: a Landlord Default: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Except to the policy limits extent directly arising from the gross negligence or intentional misconduct of Landlord, or any such insuranceof its agents, independent contractors or employees, Tenant shall protecthereby agrees to defend (with counsel reasonably acceptable to Landlord), indemnify and save and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes claims of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: whatever nature (a) arising from or in connection with the operation of the Hotel or any wrongful act, omission or negligence of Tenant or the contractors, licensees, agents, servants or employees of Tenant (collectively, the “Tenant Parties”), or arising from any accident, injury to or death of persons or loss of or damage whatsoever caused to any person, or to the property of any person, including that of Landlord or any Tenant Party, occurring on during the Term or about the Pre-Open Possession Period as a result of Tenant’s use or operation of the Premises and Hotel, including any Property claim by a third person in connection with damage to the Premises or portion thereof Hotel or adjoining sidewalks any of Tenant Party’s property located therein or rights property of wayany person located therein, (b) arising from any pastaccident, present injury or future usedamage occurring outside of the Premises, misusewhere such accident, non-useinjury or damage results from a wrongful act, condition, management, maintenance omission or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure negligence on the part of Tenant or anyone claiming under any Tenant Party, (c) arising from any and all claims by any Tenant Party’s employees, including, without limitation, wrongful termination and/or other claims resulting from the termination of any Tenant Party’s employees, (d) arising due to perform the failure of any Tenant Party to obtain or comply with maintain any necessary Approvals during the Term or Additional Term, (e) arising due to any breach or violation of this Lease by Tenant, including, without limitation, any holdover at the Premises or the presence of any Hazardous Materials on or about the Premises as a result of the acts or omissions of any Tenant Party, or (f) arising as a result of Landlord or any of the terms of this Agreementits respective agents, contractors or employees taking any direction from any Tenant Party. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and The parties further agree that Tenant shall not be responsible for liable to Landlord for, and has no obligation to indemnify and save and hold harmless Landlord from and against, any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose and all claims related to the design and construction of the sameHotel, with Landlord’s whether such claim is caused or occasioned prior written consent (which consent may not be unreasonably withheldto or after the Effective Date of this Lease. In furtherance of the responsibilities set forth herein, delayed or conditioned). The obligations of the parties agree that Tenant under this Section 9.5 are in addition to the obligations shall obtain and pay for all insurance as set forth in Section 4.4 Article VII hereof, and shall survive the termination of this Agreementhave Landlord named as an additional insured or loss payee, as applicable, under all such policies.

Indemnification of Landlord. Notwithstanding The Tenant agrees that neither the existence Landlord nor any of the Landlord Parties shall be liable or responsible in any insurance provided way for herein and without regard any for any injury or death to any person or for any loss or damage to any property at any time on or about the policy limits of Demised Premises or any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to property on or about the maximum extent permitted by law, imposed upon or incurred Demised Premises owned by or asserted against Landlord by reason being the responsibility of Tenant or any of the followingTenant Parties, save and except to the extent of the willful and deliberate misconduct or Gross Negligence of the Landlord or any of the Landlord Parties. The Landlord shall in no event be liable for any indirect or consequential damages suffered by the Tenant or any of the Tenant Parties. Save and except to the extent that any losses, claims, actions, damages, liabilities and expenses are caused or contributed to by Landlord’s gross negligence willful and deliberate misconduct or willful misconduct: (a) the Gross Negligence of the Landlord or any accidentof the Landlord Parties, injury to or death of persons or the Tenant will indemnify and save harmless the Landlord from and against any and all losses, claims, actions, damages, liabilities and expenses in connection with loss of or life, personal injury and/or damage to property occurring on arising from or about out of any Property occurrence in, upon or portion thereof at the Demised Premises, whether or adjoining sidewalks not occasioned wholly or rights in part by any act or omission of waythe Tenant or any of the Tenant Parties, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenantincluding without limitation, any Manager or anyone claiming default by Tenant under any of them or Tenant’s Personal Property or any litigationthis Lease, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingincluding without limitation, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) carry any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of insurance required under this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)Article 9. The obligations of Tenant under shall also pay all reasonable costs and expenses and reasonable legal fees that may be incurred or paid by the Landlord in successfully enforcing the covenants and agreements in this Section 9.5 are in addition to the obligations set forth in Section 4.4 and Lease, unless a Court shall survive the termination of this Agreementotherwise award.

Indemnification of Landlord. Notwithstanding Except as expressly provided herein, notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, way during the Term; and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone any Person claiming under Tenant to perform or comply with any of the terms of this Agreement during the Term; and (c) any litigation, proceeding or claim resulting from or relating to any such failure to perform or comply to which Landlord is made a party; provided, however, that Tenant's obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost or expense arising from the gross negligence or willful misconduct of Landlord, its employees, agents, contractors or invitees, Landlord's failure to fund under Section 5.1.4(b) or Landlord's breach of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, same with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event that Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.5 for any incremental increase in costs or conditioned)expenses resulting therefrom. The obligations of Tenant under this Section 9.5 are in addition to (but shall not include) the obligations set forth in Section 4.4 4.2 and shall survive the termination of this AgreementAgreement for a period of three (3) years and shall thereafter terminate and be of no further force and effect and no action may be brought under this Section 9.5 after the expiration of such period.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns (hereafter the "Indemnitees," and when referred to singly, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)' fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any of the Collective Leased Properties or any properties surrounding any of the Collective Leased Properties of any Hazardous Substances in violation of any Applicable Law or otherwise by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant Person to perform or comply with any of the terms of this AgreementSection 4.4. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence of Hazardous Substances in, upon or under the soil or ground water of any of the Collective Leased Properties in violation of any Applicable Law. Upon Notice from Landlord, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. Tenant shall, resist and defend upon demand, pay to Landlord, as an Additional Charge, any such claimcost, action expense, loss or proceeding asserted or instituted against Landlord damage (and shall not be responsible for any duplicative including, without limitation, reasonable attorneys’ fees ' fees) incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations Landlord and arising from a failure of Tenant under this Section 9.5 are in addition strictly to observe and perform the obligations set forth in Section 4.4 and foregoing requirements, which amounts shall survive bear interest from the termination of this Agreementdate incurred until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding Tenant shall indemnify, defend, protect and save Landlord harmless from and against any and all claims, demands, actions, damages, liability and expense (including reasonable attorneys’ fees and costs of investigation) in connection with any damage to person and/or property arising directly or indirectly from or connected with the existence conduct or management of the business conducted by Tenant on the Premises, or the occupancy or use by Tenant of the Premises or any part of the Entire Premises, or 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 this Lease, or from violations of or noncompliance with any governmental requirements or insurance provided for herein and without regard requirements, or from any acts or omissions of Tenant or any person on the Premises by license or invitations of Tenant or occupying the Premises or any part thereof under Tenant whether such damage occurs in, on or about the Premises, the Common Area or the Entire Premises. In case Laudlord shall be made a party to the policy limits of any such insurancelitigation commenced by or against Tenant, Tenant shall protectaccept any tender of defense by Landlord and shall, notwithstanding any allegations of negligence or misconduct on the part of Landlord, its agents or employees, defend, protect and hold Landlord harmless and pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation; provided, however, Tenant shall not be liable for any such damage to the extent and in the proportion such damage is ultimately determined to be attributable to the gross negligence or willful misconduct of Landlord, its agents or employees, unless covered by insurance required to be carried by Tenant. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section 16.03 through counsel satisfactory to Landlord. Landlord shall, during the Term hereof, indemnify Tenant and hold save it harmless Landlord for, from and against any and all liabilitiesclaims, obligationsdemands, claimsactions, damages, penaltiesliability and expense arising solely out of the gross negligence or willful misconduct of the Landlord; providing, causes of actionhowevcr, costs and reasonable expenses (in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or claimed loss of profit or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementbusiness.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, 9.01. Tenant shall protect, indemnify and hold save harmless Landlord for, against and from any and against all liabilities, obligations, claims, damages, penalties, causes of actionclaims, costs costs, charges and reasonable expenses (includingincluding fees and expenses of attorneys, without limitationexpert witnesses, reasonable attorneys’ fees)architects, to the maximum extent permitted by lawengineers and other consultants) which may be imposed upon, imposed upon or incurred by or asserted against Landlord by reason of any of the following, except to following occurring during the extent caused by Landlord’s gross negligence or willful misconduct: Lease Term: (a) any work or thing done by Tenant or any agent, contractor, employee, licensee or invitee of Tenant in, on or about the Premises; (b) any use, nonuse, possession, occupation, condition, operation, maintenance or management of the Premises, or of any street, alley, sidewalk, curb, passageway or space adjacent thereto, or any Tenant Equipment; (c) any negligent or tortious act of Tenant or any agent, contractor, employee, licensee or invitee of Tenant; (d) any accident, injury to or death of persons or loss of or damage to any person or property occurring in, on or about the Premises or any Property street, alley, sidewalk, curb, passageway or portion thereof or adjoining sidewalks or rights of way, space adjacent thereto; and (be) any pastfailure by Tenant to perform its obligations under this Lease. In the event that any action or proceeding shall be brought against Landlord by reason of any claim covered by this Section 9.01, present Tenant, upon notice from Landlord, at Tenant's sole cost and expense, shall resist or future use, misuse, non-use, condition, management, maintenance or repair defend the same with counsel approved by Landlord. To the extent of the proceeds received by Landlord under any insurance furnished to Landlord by Tenant, any Manager or anyone claiming under any Tenant's obligation to indemnify and save harmless Landlord against the hazard which is the subject of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties such insurance shall be deemed to which be satisfied pro tanto. 9.02. Tenant is fully familiar with the physical condition of the Premises and accepts it as is. Landlord is has made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are no representations of whatever nature in connection with the obligations condition of Tenant to pay pursuant to the applicable provisions of this AgreementPremises, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible liable for any duplicative latent or patent defect therein. 9.03. Tenant shall indemnify Landlord against all costs and expenses, including fees and expenses of attorneys’ fees , expert witnesses, architects, engineers and other consultants, incurred by LandlordLandlord in (i) or may compromise or otherwise dispose obtaining possession of the same, with Landlord’s prior written consent Premises after default by Tenant; or (which consent may not be unreasonably withheld, delayed ii) obtaining possession of the Premises after Tenant's default in surrendering possession on the Expiration Date or conditioned). The obligations earlier termination of the Lease Term; or (iii) enforcing any obligation of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protecthold harmless, indemnify indemnify, protect and hold harmless defend Landlord, and its employees, agents, contractors, directors, partners, shareholders, officers, advisors, consultants and lenders with legal counsel reasonably satisfactory to Landlord forfrom all liability, from and against all liabilitiespenalties, obligations, claimslosses, damages, penaltiescosts, expenses (including reasonable attorneys’ fees and court costs), causes of action, costs claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) any cause or causes whatsoever (other than the willful misconduct or negligence of Landlord or Landlord’s Parties of which Landlord has had notice and a reasonable expenses time to cure, but which Landlord has failed to cure) occurring in or about or resulting from an occurrence in or about the Premises during the Lease Term; (includingii) the negligence or willful misconduct of Tenant or Tenant’s Parties, without limitationwherever the same may occur; or (iii) an Event of Tenant’s Default. The provisions of this Section 14.3 shall survive the expiration or sooner termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, reasonable Landlord shall not be released from, and shall indemnify, defend, protect and hold harmless Tenant from, all damages, liabilities, judgments, actions, claims, attorneys’ fees), to consultants’ fees, payments, costs and expenses arising from the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to misconduct of Landlord or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheldParties, delayed Landlord’s violation of Laws or conditioned). The a breach of Landlord’s obligations of Tenant or representations under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any of them them, of any Property or Tenant’s Personal Property Property, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent permitted by Law, Tenant shall protect, agrees to indemnify and hold save Landlord and its respective agents and employees harmless Landlord for, from and against all liabilities, obligationsclaims, claimssuits, fines, penalties, damages, penaltieslosses, causes of actionfees, costs and reasonable expenses (including, without limitationbut not limited to, reasonable Landlord’s attorneys’ fees)) that may be imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: of: (a) any accidentAny work or thing to be done in, injury to or death of persons or loss of or damage to property occurring on or about the Premises or any Property part thereof other than Landlord’s work or portion thereof or adjoining sidewalks or rights of way, improvements; (b) any past, present or future Any use, misuse, non-useoccupation, condition, management, maintenance operation of the Premises or repair by Tenant, any Manager part thereof or anyone claiming under of any adjacent property or any occurrence on any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, the same; (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure Any action or omission on the part of Tenant or anyone claiming under any Sub Tenant or any of its or their agents, contractors, servants, employees, licensees or invitees; (d) Any accident, injury (including death) or damage, regardless of the cause thereof, to any person or property occurring in, on or about the Premises or any part thereof or any Adjacent Facility; and / or (e) Any failure on Tenant’s part to perform or comply with any of the covenants, agreements, terms or conditions in this Lease or in any sublease, license, concession or other agreement entered into by Tenant. The provisions of this AgreementSection shall survive the expiration or earlier termination of this Lease. Tenant agrees to pay, and to indemnify Landlord against, all costs and expenses (including, but not limited to, Landlord’s reasonable attorneys’ fees) incurred by or imposed upon Landlord by or in connection with any litigation to which Landlord becomes or is made a party without fault in its part, whether commenced by or against Tenant, at its expense, shall contest, resist or that may be incurred by Landlord in enforcing any of the covenants and defend agreements of this Lease (with or without the institution of any such claim, action or proceeding asserted relating to the Premises or instituted against this Lease) or in obtaining possession of the Premises after an Event of Default or upon expiration or earlier termination of this Lease. Landlord (and may, but shall not be responsible for obligated to, cure any duplicative Default by Tenant hereunder. All sums expended and all costs and expenses (including, but not limited to, reasonable attorneys’ fees fees) incurred by Landlord pursuant to the provisions of this Lease or on account of any Default by Tenant under this Lease shall bear interest thereon from the respective dates when expended or incurred by Landlord at Prime plus three per cent (3%) per annum until repaid by Tenant to Landlord) , and all such sums together with such interest shall become Additional Rent under this Lease, payable by Tenant to Landlord on the next rent date after such expenditure. All Rent and other amounts payable by Tenant under this Lease shall be and are hereby declared to be a valid and first lien upon Tenant’s interest in the Premises and upon the rents, issues and profits in any manner arising or may compromise or otherwise dispose growing out of the same, with and upon Tenant’s interest in this Lease. Landlord’s prior written granting of any consent (which under this Lease, or Landlord’s failure to object to any action taken by Tenant without Landlord’s consent may required under this Lease, shall not be unreasonably withhelddeemed a waiver by Landlord of its rights to require such consent for any further similar act by Tenant. No waiver by a party of any other breach of the covenants of this Lease shall be construed, delayed taken or conditioned)held to be a waiver of any other breach or to be a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The obligations None of Tenant the covenants under this Section 9.5 are Lease, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No remedy conferred upon or reserved to a party under this Lease or under law shall be considered exclusive of any other remedy, but such remedies shall be cumulative and shall be in addition to the obligations set forth every other remedy given hereunder or now or hereafter existing at law or in Section 4.4 equity or by statute or otherwise, and every power and remedy given by this Lease to that party which may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, without precluding that party’s simultaneous or later exercise of any or all other rights or remedies. No delay or omission of a party Landlord to exercise any right or power arising from any Default or Event of Default shall survive the termination impair any such right to power or shall be construed to be a waiver of this Agreementany such Default or Event of Default or acquiescence therein.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall indemnify, defend (by counsel acceptable to Landlord), protect, indemnify and hold Landlord, and each of Landlord's partners, employees, agents, attorneys, successors and assigns, free and harmless Landlord for, from and against any and all liabilities, obligations, claims, damagesliabilities, penalties, causes of actionforfeitures, costs and reasonable losses or expenses (includingincluding attorneys' fees) for death of or injury to any person or damage to any property whatsoever (including water tables and atmosphere), arising from or caused in whole or in part, directly or indirectly, by (A) the presence in, on, under or about the Premises or Building or discharge in or from the Premises or Building of any Hazardous Materials or Tenant's use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Premises or Building, or (B) Tenant's failure to comply with any Hazardous Materials Law whether knowingly or unknowingly, the standard herein being one of strict liability. Tenant's obligations hereunder shall include, without limitation, reasonable attorneys’ fees)and whether foreseeable or unforeseeable, to the maximum extent permitted by lawall costs of any required or necessary repair, imposed upon cleanup or incurred by detoxification or asserted against Landlord by reason decontamination of the followingPremises or Building, except to and the extent caused by Landlord’s gross negligence or willful misconduct: (a) preparation and implementation of any accidentclosure, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities remedial action or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such userequired plans in connection therewith, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the expiration or earlier termination of this Agreementthe term of the Lease. For purposes of the release and indemnity provision hereof, any acts or omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant.

Indemnification of Landlord. Notwithstanding (a) Landlord and the existence holders of any insurance provided Superior Interests (as defined in Paragraph 21 hereof) shall not be liable to Tenant and Tenant hereby waives all claims against such parties for any loss, cost, damage, injury, illness, or death suffered by any person or damage to any property in or about the Premises or the Real Property by or from any cause whatsoever and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises or the Real Property or caused by gas, fire, electricity or any cause whatsoever, in, on or about the Premises or the Real Property or any part thereof; provided, however, that nothing herein and without regard shall, subject to the policy limits provisions of Paragraph 16, be deemed to excuse Landlord from or relieve Landlord of any such insuranceliability for the active negligence or intentional act or omission of Landlord, its agents, contractors, or its employees. (b) Tenant shall protecthold Landlord and the holders of any Superior Interests, indemnify the respective individual parties therein and hold the respective shareholders thereof, as applicable, and all proper agents, contractors, servants, officers, directors, employees and licenses (hereinafter collectively called the "Indemnitees") harmless Landlord for, from and against any and all liabilitiesloss, obligationscost, claimsliability, damagesclaim, damage and expense including, without limitation, penalties, causes fines and attorneys' fees and expenses, incurred in connection with or arising from any default by Tenant hereunder or from any loss, cost, damage, injury, illness, or death suffered by any person or damage to any property or from any other cause whatsoever: (i) occurring in or on the Premises or any part thereof arising at any time and from any cause whatsoever other than to the extent caused by the active negligence or willful misconduct of actionany of the Indemnitees or (ii) arising at any time and occurring in, costs and reasonable expenses on or about any part of the Real Property other than the Premises (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any facilities of the followingReal Property, except such as elevators, stairways, passageways, hallways, concourses, plaza areas or adjacent sidewalk) to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentsuch injury, injury to or illness, death of persons or loss of or damage shall be caused in part or in whole by any act, neglect or default or omission of any duty with respect to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair the same by Tenant, any Manager its agents, employees, invitees or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions licenses. The provision of this Agreement, and (dParagraph 14(b) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease with respect to any injury, illness, death or damage occurring prior to such termination. In case any action or proceeding be brought against any of the Indemnitees by reason of any such claim or liability, Tenant, upon notice from Landlord, covenants to resist and defend at Tenant's sole expense such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord for this Lease, hereby assumes all risks of damage to property (to whoever belonging) in, upon or about the Premises from any source, and Tenant hereby waives all claims in respect thereof against the Indemnitees and agrees to defend and save the Indemnitees harmless from and against all such claims by others; provided, however, that nothing herein shall, subject to the provisions of Paragraph 16, be deemed to excuse Landlord from or relieve Landlord of any liability for the gross negligence or intentional act or omission of Landlord, its agents, contractors, or its employees. (c) Landlord agrees to defend, indemnify and hold harmless Tenant from and against any liability for any injury, lose or damages to any person or property occurring in or about the Premises and from and against any and all costs, expenses and liabilities (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising from (i) any act, omission or active negligence of Landlord or (ii) any default or failure by Landlord to observe or perform the terms and conditions of this Lease. (d) Wither party's obligation to defend, indemnify and hold harmless the other party, its agents, employees or contractors shall not apply to any injury, loss or damage to any person or property to the extent caused by the active negligence or willful acts of the other party or its agents, employees or contractors and is subject to the provisions of Section 16 of the Lease.

Indemnification of Landlord. Notwithstanding a. Landlord and the existence holders of any insurance provided Superior Interests (as defined in Paragraph 21 below) shall not be liable to Tenant and Tenant hereby waives all claims against such parties for herein and without regard any loss, injury or other damage to person or property in or about the policy limits of Premises or the Project from any such insurancecause whatsoever, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, including without limitation, reasonable attorneys’ fees)water leakage of any character from the roof, walls, basement, fire sprinklers, appliances, air conditioning, plumbing or other portion of the Premises or the Project, or gas, fire, explosion, falling plaster, steam, electricity, or any malfunction within the Premises or the Project, or acts of other tenants of the Building; provided, however, that, subject to Paragraph 16 below and to the maximum extent permitted by lawprovisions of Paragraph 28 below regarding exculpation of Landlord from Special Claims, imposed upon the foregoing waiver shall be inapplicable to any loss, injury or incurred by or asserted against Landlord by reason of the following, except to the extent caused by damage resulting directly from Landlord’s gross negligence or willful misconduct: . b. Subject to the limitation described in Paragraph 25. b.6. below regarding Tenant’s liability during the Construction Period, Tenant shall hold Landlord and the holders of any Superior Interest, and the constituent shareholders, partners or other owners thereof, and all of their agents, contractors, servants, officers, directors, employees and licensees (collectively with Landlord, the “Indemnitees” (provided that, during the Construction Period, the Indemnitees will be limited to SRI Nine Market Square LLC) harmless from and indemnify the Indemnitees against any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and costs incurred in defending against the same (collectively, “Claims”), to the extent arising from (a) the acts or omissions of Tenant or any other Tenant Parties (as defined in Paragraph 8.c. above) in, on or about the Premises, or (b) the negligent or intentional acts or omissions of Tenant or any other Tenant Parties in, on or about the Real Property other than the Premises, or (c) any construction or other work undertaken by or on behalf of Tenant in, on or about the Premises, whether prior to or during the Lease term, or (d) any breach or Event of Default under this Lease by Tenant, or (e) any accident, injury or damage, howsoever and by whomsoever caused, to any person or property, occurring in, on or about the Premises; except to the extent such Claims are caused directly by the negligence or willful misconduct of Landlord or its authorized representatives. In case any action or proceeding be brought against any of the Indemnitees by reason of any such Claim, Tenant, upon notice from Landlord, covenants to resist and defend at Tenant’s sole expense such action or proceeding by counsel reasonably satisfactory to Landlord. The provisions of this Paragraph 14.b. shall survive the expiration or earlier termination of this Lease with respect to any injury, illness, death or damage occurring prior to such expiration or termination. Notwithstanding anything to the contrary set forth in this Paragraph 14.b. or elsewhere in this Lease, in no event shall Tenant be liable to Landlord for any consequential or remote damages, except for (i) damages expressly provided for in Paragraph 20.c. of this Lease with regard to Tenant’s failure to timely surrender the Premises to Landlord as provided in Paragraph 20.c., (ii) damages caused to Landlord by the loss of a sale or financing due to Tenant’s failure to timely deliver any subordination agreement as provided in Paragraph 21 below, any agreement as provided in Paragraph 22 below, or any estoppel certificate as provided in Paragraph 29 below, in each case where such failure shall continue after the five (5) Business Day notice and cure period set forth in Paragraph 25.a.3. below. In no event shall lost rent or other damages of Landlord provided for in Paragraph 25.b. below be deemed consequential or remote damages. c. Landlord shall hold Tenant and the constituent shareholders, partners or other owners thereof, and all of their agents, contractors, servants, officers, directors and employees (collectively, “Tenant’s Indemnitees”) harmless from and indemnify them against any Claim incurred by them in connection with or arising from any injury, illness, or death of persons or loss of to any person or damage to any property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable extent (i) such injury, illness, death or damage is caused by the negligence or willful misconduct of Landlord or its agents, contractors, officers, directors or employees, and (ii) such Claim is not included within the risks insured against under the insurance that Tenant is required to carry under Paragraph 15 below. The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementParagraph 14.c. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease with respect to any injury, illness, death or damage occurring prior to such termination. In case any action or proceeding be brought against Tenant or any of Tenant’s Indemnitees by reason of any such Claim, Landlord, upon notice from Tenant, covenants to resist and defend at Landlord’s sole expense such action or proceeding by counsel reasonably satisfactory to Tenant. Notwithstanding anything to the contrary set forth in this Paragraph 14.c. or elsewhere in this Lease, in no event shall Landlord be liable for any consequential or remote damages, or for loss of or damage to artwork, currency, jewelry, bullion, securities or other property in the Premises, not in the nature of ordinary fixtures, furnishings, equipment and other property used in general business office activities and function. d. All of the indemnification obligations set forth in this Paragraph 14 are subject to the waiver of subrogation provisions of Paragraph 16 below.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify indemnify, pay, save, insure, defend and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant’s control during the Term, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s Personal Property during the Term, or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant Governmental Agencies relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant’s obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any Any such claim, action or proceeding asserted or instituted against Landlord (covered under this indemnity shall be defended by counsel selected by Tenant and shall not be responsible for any duplicative attorneys’ fees incurred by reasonably acceptable to Landlord) or may compromise or otherwise dispose of the same, with Landlordat Tenant’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)sole cost and expense. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.4 shall survive the expiration or any early termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s 's gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.. -39- 9.6

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconduct: ) by reason of: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof the Collective Leased Properties or adjoining sidewalks or rights of way, including, without limitation, any claims of malpractice; (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Collective Leased Properties or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof the Collective Leased Properties or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, ; (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, ); and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant shall pay all amounts payable under this Section 9.7 within ten (10) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding (a) To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent per rifted by Requirements, Tenant shall protectindemnify, indemnify defend, protect and hold Landlord and the other Indemnitees harmless Landlord forof and from Claims arising out of or in connection with, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), or related to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any of the following, except including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the extent caused by Landlordbenefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s gross negligence or willful misconductcompensation laws: (ai) any accidentthe making of Alterations, or (ii) injury to or death of persons or loss of or damage to property occurring or resulting directly or indirectly from: (A) the use or occupancy of, or the conduct of business in, the Premises; (B) damage to the telephone distribution system of the Project caused by Tenant; (C) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (D) any other occurrence or condition in or on the Premises; and (E) acts, neglect or omissions of Tenant or any other Tenant Parties in or about any Property portion of the Project. The foregoing indemnification shall apply regardless of the active or portion thereof passive negligence of Indemnitees and regardless of whether liability without fault or adjoining sidewalks strict liability is imposed or rights sought to be imposed on Indemnitees. The foregoing indemnification shall not apply in favor of wayany particular Indemnitee to the extent that a final judgment of a court of competent jurisdiction establishes that a Claim was proximately caused by the willful misconduct of such Indemnitee. In that event, however, the indemnification under this Section 16.2 shall remain valid for all other Indemnitees. (b) Landlord shall have the right to approve legal counsel proposed by Tenant for defense of any past, present Claim indemnified against hereunder or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any other provision of them or this Lease. If Landlord disapproves the legal counsel proposed by Tenant for the defense of any Claim indemnified against hereunder, Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, indemnity obligation hereunder. (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 16.2 shall survive the expiration or earlier termination of this AgreementLease until all Claims within the scope of this Section 16.2 are fully, finally, and absolutely barred by the applicable statutes of limitations.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair failure by Tenant, any the Manager or anyone any Person claiming by, through or under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant the Manager to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of In addition to any insurance other indemnities to Landlord specifically provided for herein and without regard to the policy limits of any such insurancein this Lease, Tenant shall protect, indemnify and hold save harmless Landlord for, against and from and against all liabilities, liens, suits, obligations, claimsfines, damages, penalties, causes of actionclaims, costs costs, charges and expenses, including reasonable expenses (including, without limitation, reasonable architects’ and attorneys’ fees), to the maximum extent permitted fees by law, or on behalf of any person which may be imposed upon or incurred by or asserted against Landlord by reason of the followinguse and/or occupancy of the Premises or any part thereof, except or any surrounding areas, by Tenant or Tenant’s agents, contractors, servants, employees, licensees or invitees during the term of this Lease. This indemnification shall specifically extend to but shall not be limited to loss or damage arising out of environmental hazards or contamination. The provisions of this Article and the extent caused by Landlord’s gross negligence provisions of all other indemnity provisions elsewhere contained in this Lease shall survive the expiration or willful misconduct: (a) earlier termination of this Lease for events occurring prior to such expiration or termination. Landlord shall not in any accident, event whatsoever be liable for any injury to or death of persons or loss of or damage to any personal property occurring on or to any person happening on, in or about the building being leased, whether belonging to Tenant or any Property other person, caused by any fire, breakage, leakage, defect or bad condition in any part or portion thereof of the Premises, howsoever caused unless such injury or adjoining sidewalks damage is caused by the active negligence of the Landlord, its agents or rights employees, or a breach or default by Landlord of wayits obligations under this Lease. Tenant shall, at its own cost and expense, if requested by Landlord, defend any and all suits or actions (bjust or unjust) which may be brought against Landlord or in which Landlord may be impleaded with others upon any pastsuch above-mentioned matters, present claim or future useclaims. In such event, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Landlord agrees to cooperate and assist Tenant and Tenant’s Personal Property counsel in providing documentation, plans, specifications and any other agreements or documents which may be reasonably required by Tenant and/or Tenant’s agent in order to defend such suit or actions. In addition to the foregoing, Tenant shall pay to the Landlord all costs and expenses, including reasonable attorneys’ fees (including costs, expenses and attorneys’ fees in any litigationappellate proceedings), incurred by Landlord in any action or proceeding or claim by governmental entities or other third parties to which Landlord is may be made a party by reason of any act or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any omission of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectprotect and indemnify Landlord and its partners, indemnify directors, officers, agents and hold employees (collectively, “Agents”) and save them harmless Landlord for, from and against any and all liabilitiesclaims, obligationsactions, claimsloss, damages, penaltiesliability, causes of action, costs cost and reasonable expenses expense (including, without limitation, reasonable court costs and attorneys’ fees)) in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act of omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. Tenant shall further indemnify, protect and hold Landlord and its Agents harmless from and against any and all claims arising from any breach or default in performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant by its agents, contractors, employees, servants, tenants or concessionaires, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Landlord and/or any of its Agents by reason of any such claim, Tenant upon notice from Landlord or its Agents shall defend the same at Tenant’s expense by counsel reasonably approved in writing by Landlord or its Agents, or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in any such action or proceeding. 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 whatsoever except that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease. Tenant, to the maximum full extent permitted by law, imposed upon or incurred by or asserted hereby waives all its claims in respect thereof against Landlord by reason of the followingand its Agents, except any claims relating to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to misconduct of Landlord or death its agents or the existence of persons or loss of or damage to property occurring Hazardous Materials on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to Premises on the applicable Commencement Date. The provisions of this Agreement, and (d) any failure on Section 7.2 shall survive the part of Tenant expiration or anyone claiming under Tenant to perform or comply with any of the terms sooner termination of this Agreement. Tenant, at its expense, shall contest, resist and defend Lease with respect to any claims or liability occurring prior to such claim, action expiration or proceeding asserted or instituted against Landlord (termination and shall not be responsible for limited by reason of any duplicative attorneys’ fees incurred insurance carried by Landlord) , its Agents or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementTenant.

Indemnification of Landlord. Notwithstanding Tenant shall indemnify, defend, protect and save Landlord harmless from and against any and all claims, demands, actions, damages, liability and expense (including reasonable attorneys’ fees and costs of investigation) in connection with any damage to person and/or property arising directly or indirectly from or connected with the existence conduct or management of the business conducted by Tenant on the Premises, or the occupancy or use by Tenant of the Premises or any part of the Entire Premises, or 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 this Lease, or from violations of or noncompliance with any governmental requirements or insurance provided for herein and without regard requirements, or from any acts or omissions of Tenant or any person on the Premises by license or invitations of Tenant or occupying the Premises or any part thereof under Tenant whether such damage occurs in, on or about the Premises, the Common Area or the Entire Premises. In case Landlord shall be made a party to the policy limits of any such insurancelitigation commenced by or against Tenant, Tenant shall protectaccept any tender of defense by Landlord and shall, notwithstanding any allegations of negligence or misconduct on the part of Landlord, its agents or employees, defend, protect and hold Landlord harmless and pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation; provided, however, Tenant shall not be liable for any such damage to the extent and in the proportion such damage is ultimately determined to be attributable to the gross negligence or willful misconduct of Landlord, its agents or employees, unless covered by insurance required to be carried by Tenant. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section 16.03 through counsel satisfactory to Landlord. Landlord shall, during the Term hereof, indemnify Tenant and hold save it harmless Landlord for, from and against any and all liabilitiesclaims, obligationsdemands, claimsactions, damages, penaltiesliability and expense arising solely out of the gross negligence or willful misconduct of the Landlord; providing, causes of actionhowever, costs and reasonable expenses (in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or claimed loss of profit or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementbusiness.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under Tenant, or any prior owner or operator of them any Property, of any Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.7 for any incremental increase in costs or conditioned)expenses resulting therefrom. The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall indemnify, protect, indemnify defend by counsel reasonably acceptable to Landlord, and hold Landlord and each of Landlord’s partners, employees, agents, attorneys, successors, and assigns, free and harmless Landlord for, from and against any and all liabilities, obligations, claims, damagesliabilities, penalties, causes of actionforfeitures, costs and losses or reasonable expenses (includingincluding reasonable attorney’s fees) or death or injury to any person, or damage to any property whatsoever to the extent arising from or caused in whole or in part, directly or indirectly by: (A) the presence in, or under or about the Leased Premises caused by Tenant or discharge by Tenant in or from the Leased Premises of any Hazardous Materials, or Tenant’s use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Leased Premises; or (B) Tenant’s failure to comply with any Hazardous Materials Law. Tenant’s obligations hereunder shall include, without limitation, all reasonable costs of any required or necessary repair, cleanup or detoxification or decontamination of the Leased Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. Tenant’s obligations under this section 19.2 shall survive the expiration or earlier termination of the Lease Term. For purposes of the release and indemnity provision set forth in this section 19.2, any actions or omissions of Tenant or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant shall be strictly attributable to Tenant. Notwithstanding anything to the contrary contained herein, under no circumstance shall Tenant be liable for any losses, costs, claims, liabilities or damages (including attorneys’ and consultants’ fees)) of any type or nature, to directly or indirectly arising out of or in connection with any Hazardous Materials present at any time on or about the maximum extent permitted by lawPremises, imposed upon the Building or incurred by the Project, or asserted against Landlord by reason the violation of the followingany Hazardous Materials Laws, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms foregoing actually results from the storage, use, release or disposal of Hazardous Materials by Tenant or its agents, employees, assignees, contractors or subcontractors in violation of applicable Hazardous Materials Laws. Landlord specifically represents that, at the time of execution of this Agreement. TenantLease by all parties, at its expenseto the best of Landlord’s actual knowledge without a duty to investigate (but Landlord has not received notice from any third party to the contrary, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose as of the samedate hereof), with Landlord’s prior written consent (which consent may not be unreasonably withheldthere are no known areas on the Property where Hazardous Materials have been used, delayed stored or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementdeposited.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "INDEMNITEES" and, individually, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the followingLeased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law, except to the extent caused by Landlord’s gross negligence the same arise from the acts or willful misconduct: (a) any accident, injury to or death omissions of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim during any period that Landlord or a Person designated by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedingsTenant) to which Landlord is made in possession of the Leased Property from and after the date hereof. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a party, (c) any Impositions that are result of the obligations of Tenant to pay pursuant presence prior to the applicable provisions expiration or sooner termination of this Agreement, the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant the Leased Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under this Section 9.5 are in addition to observe and perform (or cause to be observed and performed) the obligations set forth in Section 4.4 and shall survive the termination requirements of this AgreementSECTION 4.4, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. A. Tenant hereby waives all claims against Landlord for damage to property and injuries to person in, upon, or about the Premises, from any cause arising at any time, except injury or damage caused by Landlord's own gross negligence or willful misconduct. Notwithstanding any contrary provision herein, Landlord shall not be responsible or liable to Tenant for any defect or failure, latent or otherwise, in (or any act or omission in the existence construction of) the Premises, nor shall it be responsible or liable for any injury, lose or damage to any person or to any property of Tenant or any insurance provided other person caused by or resulting from theft, bursting, breakage, leakage, steam, snow or ice, running, backing up, seepage, or the overflow of water or sewerage in any part of the Premises or for herein and without regard any injury, loss damage caused by or resulting from acts of God or the elements. Tenant shall give prompt notice to Landlord in case of fire, casualty, defect or accident at or in the Premises. B. Except to the policy limits extent of any such insuranceLandlord's responsibility under Section 11.A by reason of its gross negligence or willful misconduct, Tenant shall protectindemnify Landlord against and save Landlord harmless from any and all losses, indemnify and hold harmless Landlord forcosts, from and against all damages, charges, liabilities, obligations, fines, penalties; claims, damagesdemands, penaltiesor judgments and any and all expenses, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees)' fees and expenses, court costs, costs of appeal, settlement and negotiations; arising out of or in connection with: (1) Tenant's use or occupancy of the Premises; (2) the conduct of Tenant's business or any activity, work or thing done, permitted or suffered by Tenant in, on or about the Premises; (3) any failure to perform or observe any of the maximum extent permitted terms, covenants, conditions or provisions required to be performed or observed by lawTenant under this Lease; (4) any negligence of Tenant or of Tenant's employees, imposed upon agents, contractors or incurred by guests; or asserted (5) any mechanic's or materialman's lien or claim of lien, whether or not discharged, unless resulting from work which Landlord caused to be performed. In the event that any action or proceeding is brought against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms foregoing, Tenant shall, at the request of this AgreementLandlord, assume the defense of the same at Tenant's sole cost with counsel satisfactory of Landlord. TenantLandlord and Landlord's insurers shall each have the right to employ, at its expense, shall contest, resist and defend separate counsel in any such claim, action or proceeding asserted and to participate in the defense thereof. Tenant shall consent to and indemnify Landlord against the costs of any reasonable settlement agreed to by Landlord of such action or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementproceeding.

Indemnification of Landlord. Notwithstanding As a material part of the existence of consideration rendered to Landlord, Tenant hereby waives all claims against Landlord for damages to goods, wares and merchandise, and all other personal property in, upon or about said Premises and for injuries to persons in or about said Premises or Project, from any insurance provided for herein and without regard cause arising at any time to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum fullest extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the followingand, except to the extent caused by Landlord’s gross due to the negligence or willful misconduct: misconduct of Landlord, or a Landlord default of one of its material performance obligations under this Lease, Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (aincluding without limitation reasonable attorneys fees) incurred or suffered arising from the use or occupancy of the Premises or any accidentpart of the Project by Tenant or Tenant’s Agents, the acts or omissions of Tenant or Tenant’s Agents, Tenant’s breach of this Lease, or any damage or injury to person or death property from any cause, including but not limited to the use or occupancy of persons the Premises or loss any part of the Project by Tenant or damage Tenant’s Agents, the acts or omissions of Tenant or Tenant’s Agents, Tenant’s breach of this Lease or from the failure of Tenant to property occurring keep the Premises in good condition and repair as herein provided. Further, in the event Landlord is made party to any litigation due to the acts or omission of Tenant or Tenant’s Agents, Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees) incurred in connection with such litigation. Notwithstanding anything to the contrary in this Lease, Landlord shall not be indemnified from losses, damages, liabilities, claims, attorneys’ fees, costs and expenses to the extent arising from the negligence or willful misconduct of Landlord or that of Landlord’s agents, employees or contractors in connection with Landlord’s activities on or about any Property the Premises or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenancethe Project, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant material default under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring during the Term on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant’s control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by TenantTenant of the Leased Property, any Manager or anyone claiming under any of them or Tenant’s including without limitation, Leased Personal Property during the Term or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof; provided, failure however, that Tenant’s obligations hereunder shall not apply to perform obligations (other than Condemnation proceedings) to which Landlord is made a partyany liability, (c) obligation, claim, damage, penalty, cause of action, cost or expense arising from any Impositions that are the obligations gross negligence or willful misconduct of Tenant to pay pursuant to the applicable provisions of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.3 shall survive the termination of this AgreementAgreement for a period of one year.

Indemnification of Landlord. Notwithstanding any other terms, covenants and conditions contained in this Lease, the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectpromptly indemnify and hold completely free and harmless the Landlord from and against any and all Claims in connection with any injury or any loss or damage to property: (a) arising from or out of this Lease, or any alterations in, to or for the Premises, or any occurrence in, upon or at the Premises, or the occupancy or use by the Tenant of the Premises, or any part thereof, or occasioned wholly or in part by any fault, default, negligence, act or omission of the Tenant or by any person permitted to be on the Premises by the Tenant; and (b) arising from, relating to or occurring in, upon or at any part of the Building (other than the Premises) occasioned in whole or in part by any fault, default, negligence, act or omission by the Tenant or any of the directors, officers, servants, employees, contractors, agents, invitees and licensees of the Tenant and all other persons over whom the Tenant (i) may reasonably be expected to exercise control, and (ii) is in law responsible. If the Landlord shall be made a party to any litigation commenced by or against the Tenant, the Tenant shall promptly indemnify and hold harmless the Landlord for, from and against shall pay the Landlord all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (expenses, including, without limitation, reasonable attorneys’ fees)any professional, to the maximum extent permitted by law, imposed upon consultant and legal fees (on a solicitor and his/her own client basis) that may be incurred or incurred paid by or asserted against Landlord by reason on behalf of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any Landlord in connection with such litigation, proceeding or claim by governmental entities or other third parties to which as Rent, on demand. The Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenantmay, at its option and at the Tenant’s expense, shall contestparticipate in or assume carriage of any litigation or settlement discussions related to the foregoing or any other matter for which the Tenant is required to indemnify the Landlord under this Lease. Alternatively, resist the Landlord may require the Tenant at the Tenant’s expense to assume carriage of and defend responsibility for all or any part of such claimlitigation or discussions, action or proceeding asserted or instituted against subject to the Tenant at all times keeping the Landlord (and up to date in writing as to the status thereof. The indemnification of the Landlord contained in this Section 11.2 shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the sameprejudiced by, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of of, this AgreementLease.

Indemnification of Landlord. Notwithstanding Tenant, as a material part of the existence of any insurance provided consideration to be rendered to Landlord under this Lease, hereby waives all claims against Landlord for herein damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and without regard merchandise, in, upon or about the Demised Premises and for injuries to persons in or about the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord forDemised Premises, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses any cause arising at any time (including, without limitation, reasonable attorneys’ fees)but not limited, to the maximum extent permitted police or security system for the Shopping Center); and Tenant will hold Landlord exempt and harmless from any damage or injury to any person, or the equipment and other personal property, leasehold improvements, goods, wares, inventory and merchandise of any person, arising from the use of the Demised Premises or the parking and common areas by lawTenant or its employees and customers, imposed upon or incurred from the failure of Tenant to keep the Demised Premises in good condition and repair, as herein provided. All property kept, stored or maintained on the Demised Premises shall be so kept, stored, or maintained at the sole risk of Tenant; and except in the case of Landlord's willful misconduct, Landlord shall not be liable, and Tenant waives all claims against Landlord, for damages to persons or property sustained by Tenant or asserted against Landlord by any other person or firm resulting from the building in which the Demised Premises are located or by reason of the followingDemised Premises or any equipment located therein becoming out of repair, except or through the acts or omissions of any persons present in the Shopping Center or renting or occupying any part of the Shopping Center, or for loss or damage resulting to Tenant or Tenant's property from burst, stopped or leaking sewers, pipes, conduits, or plumbing fixtures, or for interruption of any utility services, or from any failure or defect in any electric line, circuit, or facility, or any other type of improvement or service on or furnished to the extent caused by Landlord’s gross negligence Demised Premises or willful misconduct: (a) resulting from any accidentaccident in, injury to or death of persons or loss of or damage to property occurring on on, or about any Property the Demised Premises or portion thereof the building in which the Demised Premises are located. Landlord shall have no liability for conduct of others upon the Demised Premises or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementShopping Center.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancefullest extent permitted by Applicable Requirements, Tenant shall protectindemnify, indemnify defend, protect and hold Landlord and the other Landlord Parties harmless Landlord forof and from Claims arising out of or in connection with, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), or related to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any of the following, except including Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the extent caused by Landlordbenefit of the Landlord Parties, any immunity to which Tenant may be entitled under any worker’s gross negligence or willful misconductcompensation laws: (a) any accidentthe use, injury to occupancy or death conduct of persons or loss of or damage to property occurring on Tenant’s business in or about any Property or portion thereof or adjoining sidewalks or rights of way, the Building; (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them Tenant or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or TenantParty’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, performance of Alterations; (c) the use, generation, storage, handling, release, transport, or disposal by Tenant or any Impositions that are other Tenant Parties of any Hazardous Materials in or about the obligations Premises or any other portion of Tenant the Building or the Property, including damages for diminution in the value of the Property and sums to pay pursuant to the applicable provisions of this Agreementremediate, clean up and remove such Hazardous Materials; (d) any failure on other occurrence or condition in, on, or about the part Premises; or (e) acts, neglect or omissions of Tenant or anyone claiming under any other Tenant to perform Parties in or comply with about any portion of the terms Building or the Property. The foregoing indemnification shall apply regardless of the active or passive negligence of Landlord Parties and regardless of whether liability without fault or strict liability is imposed or sought to be imposed on the Landlord Parties. Landlord shall have the right to approve legal counsel proposed by Tenant for defense of any Claim indemnified against hereunder or under any other provision of this Agreement. TenantLease, at its expense, provided that such approval shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed conditioned or conditioned)delayed. The obligations provisions of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 10.2 shall survive the expiration or earlier termination of this AgreementLease until all Claims within the scope of this Section 10.2 are fully, finally, and absolutely barred by the applicable statutes of limitations.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring of third parties arising from an occurrence or incident which took place during the Term on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant's control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property during the Term or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant's obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same. Notwithstanding the foregoing, indemnification with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)respect to Hazardous Substances is governed by Section 4.3. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementAgreement for a period of three (3) years." (d) Section 15.2(a) of the Original Lease shall be deleted in its entirety and, in lieu thereof, the following shall be inserted: (a) Landlord shall transfer its rights hereunder to the Security Deposit to the successor landlord and the Security Deposit with respect to the Leased Property shall continue to be held on the terms and conditions set forth in Section 3.5;" (e) Section 22.10 of the Original Lease shall be deleted in its entirety and, in lieu thereof, the following shall be inserted:

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Tenant agrees to the policy limits of any such insuranceexonerate, Tenant shall protect, defend, indemnify and hold save harmless Landlord foragainst and from any and all claims by or on behalf of any person, firm or corporation arising from the conduct, operation or management of, or from any work, act or thing whatsoever done in or on the Demised Premises and will further exonerate, protect, defend, indemnify and save Landlord harmless against and from any and all claims against Landlord arising during the Term of this Lease from any condition of the Demised Premises or arising from any breach or default on the part of Tenant in the performance of any covenant or obligation on the part of Tenant to be performed pursuant to the terms of this Lease, or arising from any act, neglect or negligence of Tenant or any of Tenant’s agents, contractors, servants, employees, business invitees, licensees or guests with respect to the Demised Premises or Improvements, arising from any accident, injury or damage whatsoever caused during the Term of this Lease to any person in or on the Demised Premises or upon the sidewalks, or driveways, passageways, parking areas adjoining the same or comprising part thereof, or in any passageway appurtenant thereto, and against and from all liabilities, obligations, claims, damages, penalties, causes of action, liability in connection with any and all costs and reasonable expenses (includingreasonably incurred with respect to any such claim or any action or proceeding brought against Landlord thereon; provided that such claim or claims shall not have arisen by reason of the act or negligence of Landlord or Landlord’s employees or agents or by reason of Landlord’s default in the performance of any obligation imposed on Landlord by the terms hereof; and provided further that Landlord shall give prompt written notice to Tenant of any claim asserted against Landlord which, without limitationif sustained, reasonable attorneys’ fees)may result in liability of Tenant hereunder, but failure on the part of Landlord to give such notice shall not relieve Tenant from Tenant’s obligation to exonerate, protect, defend, indemnify and save harmless Landlord as aforesaid, except to the maximum extent permitted by law, imposed upon that the failure to give such notice results in actual loss or incurred by damage to Tenant. In case any action or asserted proceeding be brought against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, Tenant, upon notice from Landlord, covenants to resist or defend such action or proceeding asserted by counsel reasonably satisfactory to Landlord, and Landlord will cooperate and assist in the defense of such action or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred proceeding if reasonably requested so to do by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementTenant.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of the followingLeased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law, except to the extent caused by Landlord’s gross negligence the same arise from the acts or willful misconduct: (a) any accident, injury to or death omissions of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim during any period that Landlord or a Person designated by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedingsTenant) to which Landlord is made in possession of the Leased Property from and after the date hereof. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a party, (c) any Impositions that are result of the obligations of Tenant to pay pursuant presence prior to the applicable provisions expiration or sooner termination of this Agreement, the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant the Leased Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under to observe and perform (or cause to be observed and performed) the requirements of this Section 9.5 are in addition 4.4, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, (except to the extent caused by that any of the following result from Landlord’s 's gross negligence or willful misconductmisconduct after the Commencement Date) by reason of: (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights right of way, including, without limitation, any claims of malpractice; (bii) any past, present or future use, misuse, non- use, non-usecompliance, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s the Related Personal Property or any litigation, proceeding or claim by governmental entities Government Agencies or other third parties (other than Condemnation proceedings) to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s the Related Personal Property or such use, misuse, non-use, non-compliance, condition, management, maintenance, or repair thereof including, failure to perform obligations thereof; (other than Condemnation proceedings) to which Landlord is made a party, (ciii) any Impositions that (which are the obligations obligation of Tenant to pay pursuant to the applicable provisions of this AgreementLease), and (div) any failure on the part or inability of Tenant or anyone claiming under Tenant to perform or comply with obtain the insurance coverage required hereunder. If at any time Landlord shall have received written notice of the terms assertion of a claim, Landlord shall give reasonably prompt written notice of such claim to Tenant, provided that (x) Landlord shall have no liability for the failure to give notice of any claim of which Tenant has otherwise been notified or has (or should have) knowledge, and (y) the failure of Landlord to give such a notice to Tenant shall not limit the rights of Landlord or the obligations of Tenant with respect to such claim, except to the extent that Tenant suffers actual monetary loss as a result of such failure. Tenant shall pay all amounts payable under this AgreementParagraph 18(f) within fifteen (15) Business Days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date payment thereof is required hereunder to the date of payment. Tenant shall have the right to control the defense and settlement of any such claim (but Tenant, without Landlord's prior written consent, which Landlord may withhold in Landlord's sole and absolute discretion, shall not be permitted to settle any claim if such settlement would admit criminal liability of Landlord), and Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), provided no such consent shall be required if the compromise or settlement shall result in a complete release of Landlord from the claim so compromised or settled). Landlord shall have the right (but not the obligation), at Landlord's election and sole cost and expense, to participate in the defense of any such claim, and Tenant shall have no obligation to reimburse Landlord for any attorneys' fees incurred by Landlord in connection with same. The obligations of Tenant under this Section 9.5 Paragraph 18(f) are in addition to the obligations set forth in Section 4.4 Paragraph 19(c) and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in SECTION 4.3.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section SECTION 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns (hereafter the "INDEMNITEES," and when referred to singly, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)' fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of any Indemnitee resulting from, either directly or indirectly, the followingpresence in, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Environment or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with properties surrounding any of the terms Collective Leased Properties of this Agreementany Hazardous Substances. Tenant's duty herein includes, but is not limited to, indemnification for costs associated with personal injury or property damage claims as a result of the presence of Hazardous Substances in, upon or under the soil or ground water of any of the Collective Leased Properties in violation of any Applicable Law. Upon Notice from Landlord, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. The foregoing provisions hereof notwithstanding, resist and defend Tenant's indemnification of any such claim, action or proceeding asserted or instituted against Landlord (and Facility Mortgagee pursuant to this Section 4.4.3 shall not be responsible for any duplicative attorneys’ extend to or include the investigation and defense expenses (including, but not limited to, legal and consulting fees and expenses) incurred by such Facility Mortgagee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant incurred by Landlord in asserting any right under this Section 9.5 are in addition 4.4, including without limitation any right of indemnity under this Section 4.4.3 or otherwise arising from a failure of Tenant strictly to observe and perform the obligations set forth in Section 4.4 and foregoing requirements, which amounts shall survive bear interest from the termination of this Agreementdate incurred until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and reasonable expenses the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or ) reasonably incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made and arising from a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant observe and perform (or to cause to be observed and performed) the applicable provisions requirements of this AgreementSection 4.4, and which amounts shall bear interest from the date ten (d10) any failure on the part of Business Days after written demand therefor is given to Tenant or anyone claiming under until paid by Tenant to perform or comply with any of Landlord at the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding With the existence exception of any insurance provided for herein and without regard to gross negligence or willful misconduct on the policy limits part of any such insurancethe Landlord, Tenant shall protectindemnify Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act of omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. Tenant shall further indemnify and hold Landlord harmless Landlord forfrom and against any and all claims arising from any breach or default in performance of any obligation on Tenant's part to be performed under the terms of this Sublease, or arising from any act, neglect, fault or omission of Tenant or its agents, contractors, employees, servants, tenants or concessionaires, and from and against all liabilitiescosts, obligationsattorneys' fees, claims, damages, penalties, causes of action, costs expenses and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon liabilities incurred in connection with such claim or incurred by any action or asserted proceeding brought thereon. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the followingsame at Tenant's expense by counsel approved in writing by Xxxxxxxx. Tenant, except as a material part of the consideration to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death hereby assumes all risk of persons or loss of or damage to property occurring on or injury to persons in, upon or about the Premises from any Property or portion thereof or adjoining sidewalks or rights cause whatsoever except (i) that which is caused by the failure of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties Landlord to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with observe any of the terms and conditions of this AgreementSublease where such failure has persisted for an unreasonable period of time after written notice of such failure, and (ii) Landlord's gross negligence or intentional misconduct. Tenant, at Tenant hereby waives all its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted claims in respect thereof against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding (a) To the existence of any insurance provided for herein and without regard fullest extent permitted by Requirements, but subject to the policy limits of any such insuranceArticle 15 above, Tenant shall protectindemnify, indemnify defend, protect and hold Landlord and the other Indemnitees harmless Landlord forof and from Claims arising out of or in connection with, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), or related to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any of the following, except including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the extent caused by Landlordbenefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s gross negligence or willful misconductcompensation laws: (ai) any accidentthe making of Alterations, or (ii) injury to or death of persons or loss of or damage to property occurring or resulting directly or indirectly from: (A) the use or occupancy of, or the conduct of business in, the Premises; (B) damage to the telephone distribution system of the Project caused by Tenant; (C) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (D) any other occurrence or condition in or on the Premises; and (E) acts, neglect or omissions of Tenant or any other Tenant Parties in or about any Property portion of the Project. The foregoing indemnification shall apply regardless of the active or portion thereof passive negligence of Indemnitees and regardless of whether liability without fault or adjoining sidewalks strict liability is imposed or rights sought to be imposed on Indemnitees. The foregoing indemnification shall not apply in favor of wayany particular Indemnitee to the extent that a final judgment of a court of competent jurisdiction establishes that a Claim was proximately caused by the gross negligence or willful misconduct of such Indemnitee. In that event, however, the indemnification under this Section 16.2 shall remain valid for all other Indemnitees. (b) Landlord shall have the right to approve reasonably legal counsel proposed by Tenant for defense of any past, present Claim indemnified against hereunder or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any other provision of them or this Lease. If Landlord reasonably disapproves the legal counsel proposed by Tenant for the defense of any Claim indemnified against hereunder, Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementindemnity obligation hereunder.

Indemnification of Landlord. Notwithstanding Other than for the existence loss or injury resulting from the negligent actions, willful misconduct or failure to reasonably perform on the part of any insurance provided for herein and without regard to the policy limits of any such insuranceLandlord, its agents, employees or contractors, Tenant shall protect, indemnify Landlord and hold save Landlord harmless Landlord for, from and against any and all liabilitiesloss (including loss of rentals payable by Tenant or other tenants) and against all claims, obligations, claimsactions, damages, penaltiesliability and expenses in connection with loss of life, causes of actionbodily and personal injury or damages to property arising from any occurrence in, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred at the Premises or any part thereof, or occasioned wholly or in part by any act or asserted against omission of Tenant, or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risk of and Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, shall not be liable for injury to or death of persons or loss of person or damage to property occurring resulting from the conditions of the Premises or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning or heating equipment in, on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenancethe Premises, or repair thereof includingfrom water, rain or snow which may leak into, issue or flow from any part of the Building. Other than for the loss or injury resulting from the negligent actions, willful misconduct or failure to reasonably perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of the Landlord, its agents, employees or contractors, Tenant agrees, at all times, to indemnify and hold Landlord harmless against all actions, claims, demands, costs damages or anyone claiming under Tenant expenses of any kind which may be brought or made against Landlord or which landlord may pay or incur by reason of Tenant's occupancy of the Premises or its negligent performance of or failure to perform or comply with any of the terms of its obligations under this AgreementLease. In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by Landlord in connection with such litigation. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The 's obligations of Tenant under this Section 9.5 are in addition paragraph shall be limited to loss or injury occurring in, on or about the obligations set forth in Section 4.4 and shall survive the termination of this AgreementPremises only.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "INDEMNITEES" and, individually, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused any failure by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Tenant or any litigationPerson claiming by, proceeding through or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementSECTION 4.3, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of the Leased Property. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations reasonably incurred by Landlord and arising from a failure of Tenant under this Section 9.5 are in addition to observe and perform the obligations set forth in Section 4.4 and shall survive the termination requirements of this AgreementSECTION 4.3, which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding the existence Tenant hereby assumes all risks and waives all claims against Landlord for any damage to any property or any injury to or death of any insurance provided person in or about the Leased Premises arising at any time and from any cause whatsoever, other than by reason of the gross negligence or willful misconduct of Landlord and agrees to indemnify and defend Landlord from and against any and all claims or liability for herein any injury or damage to any person or property whatsoever occurring in, on or about the Leased Premises or any part thereof when such injury or damage shall be caused in part or in whole by gross negligence or wilful misconduct of Tenant, its agents, servants, employees or invitees. Tenant further agrees to indemnify, defend and without regard save harmless Landlord from and against any and all claims by or on behalf of any person, firm or corporation arising from the conduct of any work or thing whatsoever done by Tenant in or about the Leased Premises, or from transactions of Tenant concerning the Leased Premises, and will further indemnify, defend and save Landlord harmless from and against any and all claims 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 policy limits terms of this Lease, or arising from any such insuranceact or negligence of Tenant, Tenant shall protector any of its agents, indemnify contractors, servants, employees or licensees, and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitationcosts, reasonable attorneys’ counsel fees), to the maximum extent permitted by lawexpenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon. Furthermore, imposed upon in case any action or incurred by or asserted proceeding is brought against Landlord by reason of the followingany such claims or liability, except Tenant agrees to the extent caused by Landlord’s gross negligence defend such action or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by proceeding at Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable 's sole expense. The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 14.06 shall survive the expiration or termination of this AgreementLease with respect to any claims or liability occurring prior to such expiration or termination.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard Except to the policy limits extent arising from the negligence or intentional misconduct of Landlord or any such insuranceof its agents, contractors or employees (except with respect to clause (f), below), Tenant shall protecthereby agrees to defend (with counsel reasonably acceptable to Landlord), indemnify and save and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes Claims of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: whatever nature (a) arising from any wrongful act, omission or negligence of Tenant or the contractors, licensees, agents, servants or employees of Tenant (collectively with Tenant, the “Tenant Parties”), or arising from any accident, injury to or death of persons or loss of or damage whatsoever caused to any Person, or to the property of any Person, including that of Landlord or any Tenant Party, occurring during the Term on or about the Leased Property, including any Claim by a third (3rd) Person in connection with damage to the Leased Property or portion thereof any Tenant Party’s property located therein or adjoining sidewalks or rights property of wayany Person within the Leased Property, (b) arising from any pastaccident, present injury or future usedamage occurring outside of the Leased Property, misusewhere such accident, non-useinjury or damage results from a wrongful act, condition, management, maintenance omission or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure negligence on the part of Tenant or anyone claiming under any Tenant Party, (c) arising from any and all Claims by any Tenant Party’s employees, including, without limitation, wrongful termination and/or other Claims resulting from the termination of any Tenant Party’s employees at the Leased Property, (d) arising due to perform the failure of any Tenant Party to obtain or comply with maintain any necessary Approvals, (e) arising due to any breach or violation of this Lease by Tenant, including, without limitation, any holdover at the Leased Property or the presence of any Hazardous Materials on or about the Hotel as a result of the acts or omissions of any Tenant Party, (f) arising as a result of Landlord or its agents, contractors or employees taking any direction from any Tenant Party, EVEN IF SUCH CLAIMS ARISE FROM THE ORDINARY OR SIMPLE NEGLIGENCE OF LANDLORD OR ANY OF ITS AGENTS, CONTRACTORS OR EMPLOYEES, or (g) arising from Tenant’s breach of any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action representations or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations warranties set forth in Section 4.4 this Lease. In furtherance of the responsibility set forth herein, the parties agree that Tenant shall obtain and shall survive the termination of this Agreementpay for all insurance as set forth in Article IX hereof, and have Landlord named as an additional insured or loss payee, as applicable, under all such policies.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein herein, and without regard to the policy limits of any such insurance, Tenant shall the Tenants jointly and severally agree to protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Collective Leased Property or portion thereof or adjoining sidewalks or rights of way, including, without limitation, any claims of malpractice, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them any Collective Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating related to any Collective Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are (which is the obligations joint and several obligation of Tenant the Tenants to pay pursuant to the applicable provisions of this Agreementthe applicable Lease), and (d) any failure on the part of any Tenant or anyone claiming under any Tenant to perform or comply with any of the terms of any applicable Lease. The Tenants shall pay all amounts payable under this AgreementSection 9.7 within ten (10) days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of determination to the date of payment. Each Tenant, at its expense, shall agrees, jointly and severally, to contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed withheld or conditioneddelayed). The obligations of each Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementthe applicable Lease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord Landlord, the REIT, Advisors, and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "INDEMNITEES" and, individually, an "INDEMNITEE") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the followingLeased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise except to the extent caused by Landlord’s the same arise (i) from the gross negligence or willful misconduct: (a) any accident, injury to or death misconduct of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any (ii) the existence thereof on the Leased Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant prior to the applicable provisions Commencement Date. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of this Agreement, the presence prior to the expiration or sooner termination of the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant the Leased Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense (with counsel reasonably acceptable to Landlord), at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. Tenant shall, resist and defend upon demand, pay to Landlord, as an Additional Charge, any such claimcost, action expense, loss or proceeding asserted or instituted against Landlord damage (and shall not be responsible for any duplicative including, without limitation, reasonable attorneys’ fees ' fees) incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations Landlord and arising from a failure of Tenant under this Section 9.5 are in addition strictly to observe and perform the obligations set forth in Section 4.4 and shall survive the termination requirements of this AgreementSECTION 4.3, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

Indemnification of Landlord. Notwithstanding a. Landlord and the existence holders of any insurance provided Superior Interests (as defined in Paragraph 21 below) shall not be liable to Tenant and Tenant hereby waives all claims against such parties for herein and without regard any loss, injury or other damage to person or property in or about the policy limits of Premises or the Project from any such insurancecause whatsoever, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, including without limitation, reasonable attorneys’ fees)water leakage of any character from the roof, to the maximum extent permitted by lawwalls, imposed upon basement, fire sprinklers, appliances, air conditioning, plumbing or incurred by or asserted against Landlord by reason other portion of the followingPremises or the Project, except or gas, fire, explosion, falling plaster, steam, electricity, or any malfunction within the Premises or the Project, or acts of other tenants of the Building; provided, however, that the foregoing waiver shall be inapplicable to the extent caused by any loss, injury or damage resulting directly from Landlord’s 's gross negligence or willful misconduct: . b. Tenant shall hold Landlord and the holders of any Superior Interest, and the constituent shareholders, partners or other owners thereof, and all of their agents, contractors, servants, officers, directors, employees and licensees (collectively with Landlord, the "Indemnitees") harmless from and indemnify the Indemnitees against any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees and costs incurred in defending against the same (collectively, "Claims"), to the extent arising from (a) the acts or omissions of Tenant or any other Tenant Parties (as defined in Paragraph 8.c. above) in, on or about the Project, or (b) any construction or other work undertaken by or on behalf of Tenant in, on or about the Premises, whether prior to or during the term of this Lease, or (c) any breach or Event of Default under this Lease by Tenant, or (d) any accident, injury or damage, howsoever and by whomsoever caused, to any person or death of persons or loss of or damage to property property, occurring in, on or about the Premises; except to the extent such Claims are caused directly by the gross negligence or willful misconduct of Landlord or its authorized representatives. In case any Property action or portion thereof or adjoining sidewalks or rights proceeding be brought against any of waythe Indemnitees by reason of any such Claim, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager upon notice from Landlord, covenants to resist and defend at Tenant's sole expense such action or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties counsel reasonably satisfactory to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable Landlord. The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementParagraph 14.b. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the expiration or earlier termination of this AgreementLease with respect to any injury, illness, death or damage occurring prior to such expiration or termination.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify --------------------------- and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, ----------- individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, ---------- claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the Leased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise, provided that any of the foregoing arises by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair failure by Tenant, any the Manager or anyone any Person claiming by, through or under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant the Manager to perform or comply with any of the terms of this AgreementSection 4.3, except to the extent the same arise from the gross negligence or ----------- willful misconduct of Landlord or any other Indemnitee. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein, resist and defend any such claimin which event, action or proceeding asserted or instituted against Landlord (and Tenant shall not be responsible liable for payment of any duplicative attorneys’ ' fees incurred by any Indemnitee. Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations incurred by Landlord and arising from a failure of Tenant under strictly to observe and perform the requirements of this Section 9.5 are in addition 4.3, which ----------- amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding To the existence of any insurance provided for herein and without regard to the policy limits of any such insurancemaximum extent enforceable by Law, Tenant shall protectcovenants and agrees to exonerate, indemnify indemnify, defend (with counsel selected by Tenant or Tenant’s insurance carrier and hold harmless reasonably approved by Landlord), protect and save Landlord, together with (1) Landlord’s members and managers, and their respective members and managers, partners, shareholders, officers, directors, agents and employees (each a “Landlord forAgent” and collectively, “Landlord’s Agents”) and (2) Landlord’s Insured Parties, from and against any and all liabilities, obligations, claims, damagesdemands, penaltiesexpenses, causes of actionlosses, costs suits and reasonable expenses damages (including, without limitation, including reasonable attorneys’ fees), ) to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord occasioned by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring in or on the Premises (excepting only losses or about damages resulting from the negligence or willful misconduct of Landlord or the breach or default by Landlord of any Property representation, covenant, or portion thereof or adjoining sidewalks or rights other term contained in this Lease, including the breach of way, any applicable Laws); (b) any pastthe omission, present fault, willful act, negligence or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any other misconduct of them or Tenant’s Personal Property Tenant or any litigation, proceeding Tenant Party; or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) the breach or default by Tenant or any Impositions that are Tenant Party of any representation, covenant, or other term contained in this Lease, including the obligations breach of any Laws. Landlord shall promptly notify Tenant to pay pursuant to of any claim, provide Tenant with all the applicable provisions of this Agreementrelevant infom1ation with respect thereto, and cooperate with Tenant in good faith in the defense thereof. Landlord shall grant Tenant (dor its insurer) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any sole control of the terms defense of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claimclaim and of all negotiations for its settlement or compromise, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with subject to Landlord’s prior written consent (which consent may shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). The obligations ; provided, however, that Tenant (or its insurer) agrees in writing to defend and indemnify Landlord, Landlord’s Agents and Landlord’s Insured Parties fully for the claim, without any reservation of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementrights.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 SECTION 9.7 are in addition to the obligations set forth in Section 4.4 SECTION 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance or self-insurance provided for herein herein, and without regard to the policy limits of any such insurance or self-insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the applicable Leased Property or portion thereof or adjoining sidewalks or rights of way, including, without limitation, any claims of malpractice, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the applicable Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating related to any the applicable Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementthe applicable Lease), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of the applicable Lease. Notwithstanding the foregoing, Tenant shall not be required to indemnify Landlord against any liabilities, obligations, claims, damages, penalties, causes of action, or costs that arise from events occurring after Landlord, or anyone claiming by, through or under Landlord (other than Tenant or anyone claiming by, through or under Tenant) shall take actual possession of the applicable Leased Property or that directly result from the gross negligence or willful misconduct of Landlord. Tenant shall pay all amounts payable under this AgreementSection 9.7 within ten (10) days after demand therefor, and if not timely paid, such amounts shall bear interest at the Overdue Rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed unreasoxxxxx xxthheld or conditioneddelayed). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.7 shall survive the termination of this Agreementthe applicable Lease.

Indemnification of Landlord. Notwithstanding Tenant agrees to indemnify and hold --------------------------- harmless Landlord against and from any and all claims, actions, damages, liability and expenses (including but not limited to attorneys, fees, costs and disbursements) arising from or in connection with the existence loss of life, personal injury or damage to property or business arising from, related to or in connection with Tenant's or any insurance provided for herein and without regard to the policy limits other persons use or occupancy of any such insurance, Tenant shall protect, indemnify Premises from whatever cause and hold harmless Landlord foragainst and from any and all claims 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 and against all liabilitiesany act or negligence of Tenant, obligationsor any officer, claimsagent, damagesemployee, penaltiesguest, causes or invitee of actionTenant, costs and reasonable expenses (includingincurred in or about any such claim or any action or proceeding brought thereon, without limitationand, reasonable attorneys’ fees)if any case, to the maximum extent permitted by law, imposed upon action or incurred by or asserted proceeding be brought against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant upon notice from Landlord (and shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant's duty hereunder shall not be responsible for apply or extend to any duplicative attorneys’ fees incurred by claim, action, damage, liability or expense arising under the willful act or negligence of Landlord) . Tenant as a material part of a consideration to Landlord hereby assumes all risk of damage to property or may compromise injury to persons in, upon or otherwise dispose of about the samePremises, with from any cause other than Landlord’s prior written consent (which consent may not be unreasonably withheld's willful act or negligence, delayed or conditioned). The obligations of and Tenant under this Section 9.5 are hereby waives all claims in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementrespect thereof against Landlord.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s the gross negligence or willful misconductmisconduct of Landlord or any Person acting on Landlord’s behalf, and provided that Tenant shall have the right to control the defense of any such claim: (a) any accidentaccident or injury to, injury to or death of of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayway during the Term, (b) any past, present or future condition or use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or of any Property, Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings), or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof includingthereof, including failure to perform obligations (other than Condemnation proceedings) under this Agreement, to which Landlord is made a partyparty during the Term (limited, in the case of Environmental Obligations, to those provided in Section 4.2.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this AgreementAgreement and/or (e) any of the assets owned or businesses conducted by Tenant or Person Controlling, Controlled by or under common Control with Tenant, whenever arising. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with LandlordLaxxxxxx’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall defend, protect, indemnify and hold harmless Landlord forand Landlord's Agents against and from any and all claims, from and against all suits, liabilities, obligationsjudgments, claimscosts, damages, penaltiesdemands, causes of action, costs action and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees, costs and disbursements) arising from (1) the use of the Premises, the Building or the Project by Tenant or Tenant's Agents, or from any activity done, permitted or suffered by Tenant or Tenant's Agents in or about the Premises, the Building or the Project, and (2) any act, neglect, fault, willful misconduct or omission of Tenant or Tenant's Agents, or from any breach or default in the terms of this Lease by Tenant or Tenant's Agents, and (3) any action or proceeding brought on account of any matter in items (1) or (2), to the maximum extent permitted by law, imposed upon . If any action or incurred by or asserted proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Tenant shall defend the following, except same at Tenant's expense by counsel reasonably satisfactory to Landlord. Notwithstanding anything to the extent contrary contained in this Paragraph 16, all property of Tenant, its agents, employees and invitees kept or stored on the Premises, whether leased or owned by any such parties, shall be so kept or stored at the sole risk of Tenant and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carriers, unless such damage shall be caused by Landlord’s the gross negligence or willful misconduct: misconduct of Landlord. Landlord or its agents shall not be liable for interference with the light or other intangible rights. As a material part of the consideration to Landlord, Tenant hereby releases Landlord and Landlord's Agents from responsibility for, waives its entire claim of recovery for and assumes all risk of (ai) any accident, injury to or death of persons or loss of or damage to property occurring on or injury to persons in or about the Premises, the Building or the Project from any Property cause whatsoever (except that which is caused by the sole active gross negligence or portion thereof willful misconduct of Landlord or adjoining sidewalks Landlord's Agents or rights by the failure of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties Landlord to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with observe any of the terms and conditions of this Agreement. TenantLease, if such failure has persisted for an unreasonable period of time after written notice of such failure), or (ii) loss resulting from business interruption or loss of income at its expense, shall contest, resist and defend any such claim, action the Premises or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlordiii) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)consequential damages. The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and Paragraph 16 shall survive the expiration or any sooner termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protecthold harmless, indemnify and hold harmless defend Landlord, and its employees, agents and contractors, with competent counsel reasonably satisfactory to Landlord for(and Landlord agrees to accept counsel that any insurer requires be used), from and against all liabilitiesliability, obligationspenalties, claimslosses, damages, penaltiescosts, expenses, causes of action, costs claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage which exceed insurance policy limits maintained by Tenant and reasonable expenses Landlord (or required to be maintained under the terms of this Lease) or which are not covered (including, without limitation, the amount of applicable deductibles and exclusions from coverage) by insurance that the Tenant and Landlord are required to obtain under this Lease (or would have been covered had the parties carried the insurance required under this Lease) resulting from (i) any cause or causes whatsoever (other than the willful misconduct or negligence of Landlord of which Landlord has had notice and a reasonable attorneys’ feestime to cure, but which Landlord has failed to cure) occurring in or resulting from an occurrence in the Premises during the Lease Term, (ii) the negligence or willful misconduct of Tenant or its agents, employees and contractors, wherever the same may occur, or (iii) an Event of Tenant’s Default). Landlord shall hold harmless, to the maximum extent permitted by lawindemnify and defend Tenant from all liability, imposed upon or incurred by or asserted against Landlord penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of the followingany death, except bodily injury, personal injury or property damage which exceed insurance policy limits maintained by Tenant and Landlord (or required to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming be maintained under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by LandlordLease) or may compromise which are not covered (including, without limitation, the amount of applicable deductibles and exclusions from coverage) by insurance that the Tenant and Landlord are required to obtain under this Lease (or otherwise dispose would have been covered had the parties carried the insurance required under this Lease) resulting from the negligence or willful misconduct of Landlord or its Agents in connection with the repair and maintenance by Landlord of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned)Common Areas outside of the Building. The obligations provisions of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 10.3 shall survive the expiration or sooner termination of this AgreementLease. Nothing in this Section 10.3 shall impair, alter, limit or otherwise affect any insurance carried by Tenant where Landlord is named (or required to be named under this Lease) as an additional insured or alter the requirement that Tenant’s insurance provide primary coverage.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: and (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding Other than for the existence loss or injury resulting from the negligent actions or willful misconduct of any insurance provided for herein and without regard to the policy limits of any such insuranceLandlord, its agents, employees or contractors, Tenant shall protect, indemnify Landlord and hold save Landlord harmless Landlord for, from and against any and all liabilitiesloss (including lost rentals payable by Tenant or other tenants) and against all claims, obligations, claimsactions, damages, penalties, causes of action, costs liability and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or in connection with loss of life, bodily and personal injury or damage to property occurring arising from any occurrence in, upon or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, or by anyone permitted to be on the Premises by Tenant. Other than for the loss or injury resulting from the negligent actions or willful misconduct of Landlord, its agents, employees or contractors, Tenant assumes all risk of and Landlord shall not be liable for injury to person or damage to property resulting from the conditions of the Premises or from the bursting or leaking of any and all pipes, utility line connections, or air conditioning or heating equipment in, on or about the Premises, or from water, rain or snow which may leak into, issue or flow to any Property part of the Building/s. Other than for the loss or portion thereof injury resulting from the negligent actions or adjoining sidewalks willful misconduct of Landlord, its agents, employees or rights contractors, Tenaxx xxxees, at all times, to indemnify and hold Landlord harmless against all actions, claims, demands, costs, damages and expenses of way, (b) any past, present kind which may be brought or future use, misuse, non-use, condition, management, maintenance made against Landlord or repair which Landlord may pay or incur by reason of Tenant, any Manager 's occupancy of the Premises or anyone claiming under its negligent performance of or failure to perform any of them or Tenant’s Personal Property or any litigationits obligations under this Lease. In case Landlord shall, proceeding or claim by governmental entities or other third parties to which Landlord is without fault on its part, be made a party or participant relating to any Property litigation commenced by or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. against Tenant, at its expense, then Tenant shall contest, resist protect and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by hold Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord Landlord, the REIT, Advisors, and each Hotel Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all liabilitiesdebts, obligationsliens, claims, damages, penalties, causes of action, costs and reasonable administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees)attorney's fees and expenses) imposed upon, to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason any Indemnitee resulting from, either directly or indirectly, the presence during the Term (or any other time Tenant shall be in possession of the followingLeased Property) in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise except to the extent caused by Landlord’s the same arise (i) from the gross negligence or willful misconduct: (a) any accident, injury to or death misconduct of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property Landlord or any litigation, proceeding other Indemnitee or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any (ii) the existence thereof on the Leased Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant prior to the applicable provisions Commencement Date. Tenant's duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of this Agreement, the presence prior to the expiration or sooner termination of the Term and (d) any failure on the part surrender of Tenant or anyone claiming under Tenant the Leased Property to perform or comply Landlord in accordance with any of the terms of this AgreementAgreement of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of any Applicable Law. TenantUpon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense (with counsel reasonably acceptable to Landlord), at its Tenant's sole cost and expense, shall contestof any indemnification duties set forth herein. Tenant shall, resist and defend upon demand, pay to Landlord, as an Additional Charge, any such claimcost, action expense, loss or proceeding asserted or instituted against Landlord damage (and shall not be responsible for any duplicative including, without limitation, reasonable attorneys’ fees ' fees) incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations Landlord and arising from a failure of Tenant under strictly to observe and perform the requirements of this Section 9.5 are in addition 4.3, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the obligations set forth in Section 4.4 and shall survive the termination of this AgreementOverdue Rate.

Indemnification of Landlord. Notwithstanding any other terms, covenants and conditions contained in this Lease, the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protectpromptly indemnify and hold completely free and harmless the Landlord from and against any and all Claims in connection with any injury or any loss or damage to property: (a) arising from or out of this Lease, or any alterations in, to or for the Premises, or any occurrence in, upon or at the Premises, or the occupancy or use by the Tenant of the Premises, or any part thereof, or occasioned wholly or in part by any fault, default, negligence, act or omission of the Tenant or by any person permitted to be on the Premises by the Tenant; and (b) arising from, relating to or occurring in, upon or at any part of the Building (other than the Premises) occasioned in whole or in part by any fault, default, negligence, act or omission by the Tenant or any of the directors, officers, servants, employees, contractors, agents, invitees and licensees of the Tenant and all other persons over whom the Tenant (i) may reasonably be expected to exercise control, and (ii) is in law responsible. If the Landlord shall be made a party to any litigation commenced by or against the Tenant, the Tenant shall promptly indemnify and hold harmless the Landlord for, from and against shall pay the Landlord all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (expenses, including, without limitation, reasonable attorneys’ fees)any professional, to the maximum extent permitted by law, imposed upon consultant and legal fees (on a solicitor and his/her own client basis) that may be incurred or incurred paid by or asserted against Landlord by reason on behalf of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any Landlord in connection with such litigation, proceeding or claim by governmental entities or other third parties to which as Rent, on demand. The Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenantmay, at its option and at the Tenant’s expense, shall contestparticipate in or assume carriage of any litigation or settlement discussions related to the foregoing or any other matter for which the Tenant is required to indemnify the Landlord under this Lease. Alternatively, resist the Landlord may require the Tenant at the Tenant’s expense to assume carriage of and defend responsibility for all or any part of such claimlitigation or discussions, action or proceeding asserted or instituted against subject to the Tenant at all times keeping the Landlord (and up to date in writing as to the status thereof. The indemnification of the Landlord contained in this Section 12.2 shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the sameprejudiced by, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of of, this AgreementLease.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall indemnify, protect, indemnify defend by counsel reasonably acceptable to Landlord, and hold Landlord and each of Landlord’s partners, employees, agents, attorneys, successors, and assigns, free and harmless Landlord for, from and against any and all liabilities, obligations, claims, damagesliabilities, penalties, causes of actionforfeitures, costs and losses or reasonable expenses (includingincluding reasonable attorney’s fees) or death or injury to any person, or damage to any property whatsoever arising from or caused in whole or in part, directly or indirectly by: (A) the presence in, or under or about the Leased Premises caused by Tenant or discharge by Tenant in or from the Leased Premises of any Hazardous Materials, or Tenant’s use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Leased Premises; or (B) Tenant’s failure to comply with any Hazardous Materials Law. Tenant’s obligations hereunder shall include, without limitation, all reasonable costs of any required or necessary repair, cleanup or detoxification or decontamination of the Leased Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. Tenant’s obligations under this section 19.2 shall survive the expiration or earlier termination of the Lease Term. For purposes of the release and indemnity provision set forth in this section 19.2, any actions or omissions of Tenant or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant shall be attributable to Tenant. Notwithstanding anything to the contrary contained herein, under no circumstance shall Tenant be liable for any losses, costs, claims, liabilities or damages (including attorneys’ and consultants’ fees)) of any type or nature, to directly or indirectly arising out of or in connection with any Hazardous Materials present at any time on or about the maximum extent permitted by lawPremises, imposed upon the Building or incurred by the Project, or asserted against Landlord by reason the violation of the followingany Hazardous Materials Laws, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms foregoing actually results from the storage, use, release or disposal of Hazardous Materials by Tenant or its agents, employees, assignees, contractors or subcontractors in violation of applicable Hazardous Materials Laws. Landlord specifically represents that, at the time of execution of this Agreement. TenantLease by all parties, at its expenseto the best of Landlord’s actual knowledge without a duty to investigate (but Landlord has not received notice from any third party to the contrary, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose as of the sameReference Date), with Landlord’s prior written consent (which consent may not be unreasonably withheldthere are no known areas on the Property where Hazardous Materials have been used, delayed stored or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreementdeposited.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard (a) Subject to the policy limits terms of Section 10.3, Tenant shall indemnify, defend and hold harmless the Landlord Parties from and against any and all Liabilities arising from, related to, resulting from or in connection with any or all of the following: (i) the Premises and/or any work, operations or activities thereon during the Lease Term and after the Lease Term for so long as Tenant, or any Person holding through, under or for the benefit of Tenant, occupies, uses or remains in possession of the Premises; (ii) any act, omission, negligence, or misconduct of Tenant and/or any other Tenant Party; (iii) any accident, injury or damage (including death and disease) occurring in, at or about the applicable portion of the Premises during the applicable Lease Term and after each Lease Term for so long as Tenant, or any Person holding through or under Tenant, remains in possession of such portion of the Premises; or (iv) any breach, non-performance, failure or default by Tenant under this Lease. If any action or proceeding is brought against Landlord and/or any Landlord Party by reason of any such insuranceLiabilities, Tenant, upon notice from Landlord or such Landlord Party, shall contest and defend such action or proceeding through final resolution by counsel selected by Tenant and reasonably satisfactory to Landlord or such Landlord Party. Notwithstanding anything herein to the contrary, the forgoing obligations of Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), not apply to Liabilities to the maximum extent permitted caused by lawa Landlord Cause, imposed upon or incurred any condition, event, circumstance or matter affecting the Property caused by, or emanating or migrating from, a source outside the Premises owned or controlled by Landlord or any Unforeseen Conditions. (b) Xxxxxx’s indemnity and liability under this Lease shall not be limited in any way by the policies of insurance procured or maintained by Tenant or to the amount of proceeds actually recovered under the policies of insurance required to be maintained pursuant to the terms of this Lease or any other policies of insurance procured by or asserted against Landlord by reason for Tenant. (c) The indemnity set forth in this Section 10.1 shall not apply with respect to any matters that are the subject of the followingseparate indemnity set forth in Section 7.4 above. In addition, the indemnity set forth in this Section 10.1 shall specifically not include any Liabilities occurring after the termination of this Lease, or after foreclosure or other taking of title to or possession of the Leasehold Interest by any Leasehold Mortgage, its nominee, or designee or by a receiver or a purchaser of the Leasehold Interest in such action or in connection with an eminent domain or proceeding except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair allowed by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and . (d) Nothing contained in this Article 10 shall negate or alter in any failure on the part of Tenant or anyone claiming under Tenant way Xxxxxx’s rights and remedies with respect to perform or comply with any of the terms of Unforeseen Conditions as expressly provided elsewhere in this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding Tenant shall not do or permit any act or thing on or about the existence Leased Premises which may subject Landlord to any liability or responsibility LOT A for injury, damages to persons or property or to any liability by reason of any insurance provided for herein and without regard to the policy limits violation of Laws or of any legal requirement of any public authority or Private Restrictions but shall exercise such insurance, control over the Leased Premises as to fully protect Landlord against any such liability. Tenant shall protecthold harmless, indemnify and hold harmless Landlord fordefend Landlord, and its employees, agents and contractors, and any other person or entity claiming by, through or under Landlord, from and against all liabilitiesliability, obligationspenalties, claimslosses, damages, penaltiescosts, expenses, causes of action, costs and reasonable expenses claims and/or judgments (including, without limitation, including reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord ' fee) arising by reason of any death, bodily injury, personal injury or property damage (i) resulting from any cause or causes whatsoever (other than the followingnegligence or willful misconduct of Landlord or Landlord's agents, except employees or contractors to the extent caused by of Landlord’s gross negligence or willful misconduct: (a's liability under Paragraph 10.1) any accidentoccurring in, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof resulting from an occurrence in, on or adjoining sidewalks about the Leased Premises during the Lease Term, or rights (ii) resulting from the acts or omissions of wayTenant, its agents, employees and contractors, (biii) resulting from any failure by Tenant to perform and observe its covenants and obligations under this Lease, or (iv) any pastother matter or thing arising from Tenant's occupancy or use of, present or future useany action or omission of, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager its employees, agents, contractors, invitees or anyone claiming under any of them visitors on, about, adjacent to, or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenanceactivities at, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations use of Tenant to pay pursuant to the applicable Leased Premises. The provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and Article shall survive the expiration or sooner termination of this AgreementLease.

Indemnification of Landlord. Notwithstanding As a material part of the existence of consideration rendered to Landlord, Tenant hereby waives all claims against Landlord for damages to goods, wares and merchandise, and all other personal property in, upon or about said Premises and for injuries to persons in or about said Premises, from any insurance provided for herein and without regard cause arising at any time to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum fullest extent permitted by law, imposed upon and Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord, and their shareholders, directors, officers, trustees, employees, partners, affiliates and agents from any claims, liabilities, costs or expenses incurred by or asserted against Landlord by reason suffered arising from the use of occupancy of the followingPremises or any part of the Project by Tenant or Tenant's Agents, the acts or omissions of Tenant or Tenant's Agents, Tenant's breach of this Lease, or any damage or injury to person or property from any cause, except to the extent caused by Landlord’s the willful misconduct or active negligence of Landlord or from the failure of Tenant to keep the Premises in good condition and repair as herein provided, except to the extent due to the gross negligence or willful misconduct: (a) any accidentmisconduct of Landlord. Further, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which in the event Landlord is made a party or participant relating to any Property litigation due to the acts or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations omission of Tenant and Tenant's Agents, Tenant will indemnify, defend (with counsel reasonably acceptable to pay pursuant to Landlord) and hold Landlord harmless from any such claim or liability including Landlord's costs and expenses and reasonable attorney's fees incurred in defending such claims. The foregoing notwithstanding, Landlord shall indemnify Tenant against any and all claims for any injury or damage resulting from the applicable provisions use and occupancy of this Agreementthe Pool and Health Club Easement area, and (d) further agrees to defend, indemnify and hold Tenant harmless from any failure claims from injury or damages arising out of the use or occupancy of the Pool and Health Club Easement area, except for claims, injuries or damages arising out of Tenant's unauthorized use or acts on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist Pool and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementHealth Club Easement area.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard SECTION 19.1. Tenant hereby agrees to the policy limits of any such insurance, Tenant shall protectdefend, indemnify and hold save Landlord harmless Landlord for, from and against any and all liabilities, suits, obligations, claimsfines, damages, penalties, causes claims, costs, charges and expenses of action, costs any and reasonable expenses every kind whatsoever (including, without limitation, reasonable engineers', architects' and attorneys’ fees), to the maximum extent permitted by law, ' fees and disbursements) which may be imposed upon or incurred by or asserted against Landlord by reason of any of the followingfollowing occurring during the Term or any Renewal Term (if exercised), except to the extent (if any) either caused by Landlord’s gross the negligent act of Landlord or any Person acting by, through or under Landlord or covered by insurance under which the insurer has acknowledged its liability to Landlord (Landlord shall have no obligation to carry or maintain any such insurance or to waive or release any rights of subrogation against Tenant in connection with any such insurance which it may decide to carry): (a) the negligence or willful misconduct: wrongful act or omission of Tenant or any Person acting, claiming or holding by, through or under Tenant; (ab) any work or thing done in, on or about the Parcels or any part thereof by a Person other than Landlord or a Person acting by, through or under Landlord; (c) any use, non-use, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Parcels or any part thereof or of any sidewalk or curb adjacent thereto after the Commencement Date; (d) any accident, injury to or (including death of persons or loss of at any time resulting therefrom) or damage to any Person or property occurring in, on or about the Parcels or any part thereof or in, on or about any Property sidewalk or portion thereof or adjoining sidewalks or rights of way, curb adjacent thereto; (be) any pastfailure on the part of Tenant timely to pay Rental or to perform or comply with any of the covenants, present agreements, warranties, terms or future useconditions contained in this Lease on Tenant's part to be performed or complied with; (f) any lien or claim which may be filed, misuseasserted or alleged to have arisen against or on Landlord's interest in the Premises or any of the Parcels created or caused to be created by Tenant or any Person acting, non-useclaiming or holding by, condition, management, maintenance through or repair by under Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding lien or claim of lien which may be filed, asserted or alleged to have arisen out of this Lease and created or caused to be created by governmental entities Tenant or other third parties to which Landlord is made a party any Person acting, claiming or participant relating to holding by, through or under Tenant against any Property property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof assets (including, failure without limitation, any Rental) of Landlord under the laws of the State of Florida or of any other Governmental Authority or any liability created or caused to perform obligations be created by Tenant or any Person acting, claiming or holding by, through or under Tenant which may be asserted against Landlord with respect thereto; (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (dg) any failure on the part of Tenant or anyone any Person acting, claiming or holding by, through or under Tenant to keep, observe or perform or comply with any of the terms terms, covenants, agreements, provisions, conditions or limitations contained in any Construction Agreements, Subleases or other contracts and agreements affecting the Parcels, on Tenant's part to be kept, observed or performed; (h) any contest permitted pursuant to the provisions hereof; or (i) any breach by Tenant or any Person acting, holding or claiming by, through or under Tenant of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord provision applicable to the Parcels under (and shall not be responsible for 1) any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the sameCC&R's, with Landlord’s prior written consent (2) any agreement affecting any of the Parcels which consent may not be unreasonably withheldis entered into or becomes effective after the Commencement Date to which Tenant is a party or to which Tenant consents or (3) any agreement, delayed document, covenant, guideline or conditionedother matter listed on EXHIBIT B attached hereto (except agreements between Landlord and a Secured Lender). SECTION 19.2. The obligations of Tenant under this Section 9.5 are ARTICLE 19 shall not be affected in addition any way by the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to the obligations set forth perform any obligation on its part under insurance policies. SECTION 19.3. If any claim, action or proceeding is made or brought against Landlord against which Landlord is indemnified pursuant to SECTION 19.1 or any other provision of this Lease, then, upon demand by Landlord, Tenant, at its sole cost and expense, shall diligently resist or defend such claim, action or proceeding in Section 4.4 and Landlord's name. The foregoing notwithstanding, Landlord may engage its own attorneys to defend it or to assist in its defense. SECTION 19.4. The provisions of this ARTICLE 19 shall survive the termination Expiration Date with respect to any liability, suit, obligation, fine, damage, penalty, claim, cost, charge or expense arising out of or in connection with any action or failure to take action or any other matter occurring during the Term or any Renewal Term of this AgreementLease. SECTION 19.5. When a claim is caused by the joint negligence or willful conduct of Tenant and Landlord or Tenant and a Person unrelated to Tenant (except Tenant's agents, employees, officers, contractors, licensees, or invitees), Tenant's duty to defend, indemnify and save Landlord harmless shall be in proportion to Tenant's allocable share of the joint negligence or willful misconduct.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, A. Tenant shall protectindemnify Landlord and save Landlord harmless from suits, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claimsactions, damages, penaltiesliability and expense in connection with loss of life, causes bodily or personal injury or property damage arising from or out of actionany occurrence in, costs upon or at or from the leased premises, including the common areas and reasonable expenses (includingfacilities adjacent thereto, without limitationor the occupancy or use by Tenant of said premises or any part thereof, reasonable attorneys’ fees)or occasioned wholly or in part by any act of omission of Tenant, its agents, contractors, employees, servants, invitees or licensees. B. Tenant shall store its property in and shall occupy the leased premises and common areas al its own risk, and releases Landlord, to the maximum full extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason from all claims of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or every kind resulting in loss of life, personal or bodily injury or property damage. C. Landlord shall not be responsible or liable al any time for any loss or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of wayTenant's equipment, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities fixtures or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part personal property of Tenant or anyone to Tenant's business unless caused by gross negligence of Landlord or it's representatives. D. Landlord shall not be responsible or liable to Tenant or to those claiming by, through or under Tenant to perform for any loss or comply with any damage lo either the person or property of Tenant that may be occasioned by or through the terms acts or omissions of this Agreement. Tenantpersons occupying adjacent, at its expenseconnecting, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against adjoining premises. E. Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise defect, latent or otherwise dispose in the building of which the leased premises are a part, or any of the sameequipment, with Landlord’s prior written consent (which consent may not machinery, utilities, appliances or apparatus therein, nor shall Landlord be unreasonably withheldresponsible or liable for any injury, delayed loss, or conditioned). The obligations damage to any person or to any property of Tenant under this Section 9.5 are or other person caused by or resulting from bursting, breakage, leakage, running, backing up, seepage, or the overflow of water, sewerage, steam, snow or ice, in addition any part of said premises or for any injury or damage caused by or resulting from act of God or the elements unless caused by the gross negligence or willful misconduct of Landlord. F. In case Landlord shall without fault on its part be made a party to the obligations set forth in Section 4.4 any litigation commenced by or against Tenant, then Tenant shall protect and shall survive the termination of this Agreementhold Landlord harmless and pay all costs, expenses, and reasonable attorney's fees.

Indemnification of Landlord. Notwithstanding the existence of any insurance Except as expressly provided for herein and without regard to the policy limits of any such insuranceherein, Tenant shall fully protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring during the Term on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of wayway under Tenant’s control, and (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s Personal Property during the Term or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party; provided, (c) however, that Tenant’s obligations hereunder shall not apply to any Impositions that are the obligations liability, obligation, claim, damage, penalty, cause of Tenant to pay pursuant to the applicable provisions action, cost or expense arising from any gross negligence or willful misconduct of this AgreementLandlord, and (d) any failure on the part of Tenant its employees, agents, contractors or anyone claiming under Tenant to perform or comply with any of the terms of this Agreementinvitees. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this AgreementAgreement for a period of one (1) year.

Indemnification of Landlord. Notwithstanding the existence of any --------------------------- insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and ----------- ----------- shall survive the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any --------------------------- insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.7 for any incremental increase in costs or conditioned)----------- expenses resulting therefrom. The obligations of Tenant under this Section 9.5 9.7 ----------- are in addition to the obligations set forth in Section 4.4 4.3 and shall survive ----------- the termination of this Agreement.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold Landlord and its elected officials, agents, officers, directors, contractors and employees (collectively, “Agents”) harmless Landlord forfrom, from and shall defend them against any and all liabilities, obligations, claims, damagesdemands, penaltiesdirect or vicarious liability, attorney fees, causes of actionaction or judgments, costs and reasonable expenses (includingdamage, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon injury or incurred by loss arising directly or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductindirectly out of: (a) any accident, injury to or death of persons or loss any Person, including employees of Tenant, or damage to or destruction of any property occurring in, on or about the Premises, or any Property or portion thereof or adjoining sidewalks or rights of waypart thereof, from any cause whatsoever, (b) any past, present default by Tenant in the observance or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under performance of any of them the terms, covenants or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a partyconditions of this Lease, (c) any Impositions that are the obligations use, occupancy or condition of Tenant to pay pursuant to the applicable provisions of this AgreementPremises or the activities therein by Tenant, its agents, or clients, customers, invitees, guests, members, licensees, and assignees (collectively, “Invitees”) or (d) any failure release or discharge, or threatened release or discharge, of any substance, waste or material which now or in the future is determined by any state, federal, or local governmental authority to be capable of posing a present or potential risk of injury to health, safety, the environment or property (collectively, “Hazardous Material”) caused or allowed by Tenant in, under, on or about the part Premises, or into the environment. This indemnity shall be enforceable regardless of the negligence of Landlord, and regardless of whether liability without fault is imposed or sought to be imposed on Tenant. This indemnity shall be enforceable except to the extent that such indemnity is void or otherwise unenforceable under applicable Law in effect on, or validly retroactive to, the date of this Lease. This indemnity includes all such loss, damage, injury, liability or claims as described above, loss predicated in whole or in part, upon active or passive negligence of Landlord or its Agents. This indemnity shall exclude claims, liability, damage or loss resulting solely and exclusively from the willful misconduct of Landlord which is not contributed to by any act of, or by any omission to perform some duty imposed by Law or agreement on, Tenant, its agents or invitees. In addition to Xxxxxx’s obligation to indemnify Landlord, Xxxxxx specifically acknowledges and agrees that it has an immediate and independent obligation to defend Landlord from any claim that actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent. Tenant’s obligation to defend shall arise at the time such claim is tendered to Tenant by Landlord and shall continue at all times thereafter. The foregoing indemnity obligation of Tenant shall include without limitation, indemnification from all loss and liability, including attorney’s fees, court costs and all other litigation expenses. This indemnification by Tenant shall begin from the first notice that any claim or anyone claiming under Tenant to perform demand is or comply with any of the terms may be made. The provisions of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and section shall survive the termination Termination of this AgreementLease with respect to any Damage, destruction, injury or death occurring prior to such Termination.

Indemnification of Landlord. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the applicable Leased Property or portion thereof or adjoining sidewalks or rights sidewalks, including, without limitation, any claims of waymalpractice, (b) any past, present or future use, user misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the applicable Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating related to any the applicable Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that (which are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreementthe applicable Lease), and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of the applicable Lease. Notwithstanding the foregoing Tenant shall not be required to indemnify Landlord against any liabilities, obligations, claims, damages, penalties, causes of action, or costs that arise from events occurring after Landlord, or anyone claiming by, through or under Landlord (other than Tenant or anyone claiming by, through or under Tenant) shall take actual possession of the applicable Leased Property or directly result from the gross negligence or willful misconduct of Landlord. Tenant shall pay all amounts payable under this AgreementSection 9.8 within ten (10) days after demand therefor, and if not timely paid, such amounts shall bear interest at the overdue rate from the date of determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheld, delayed withheld or conditioneddelayed). The obligations obligation of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and 9.8 shall survive the termination of this Agreementthe applicable Lease.

Indemnification of Landlord. Notwithstanding the existence of any --------------------------- insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ ' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconductof: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any the Leased Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager Tenant or anyone claiming under any Tenant of them the Leased Property or Tenant’s 's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any the Leased Property or portion thereof or Tenant’s 's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ ' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s 's prior written consent (which consent may not be unreasonably withheldwithheld or delayed). In the event Landlord shall unreasonably withhold or delay its consent, delayed Tenant shall not be liable pursuant to this Section 9.7 for any incremental increase in costs ----------- or conditioned)expenses resulting therefrom. The obligations of Tenant under this Section 9.5 ------- 9.7 are in addition to the obligations set forth in Section 4.4 4.3 and shall --- ----------- survive the termination of this Agreement.