Common use of Legal Proceedings Clause in Contracts

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. (a) If Tenant or Landlord shall be in ----------------- breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or of default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, shall receive a reasonable sum as attorneys' fees and costscasts. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. (b) Notwithstanding anything to the contrary provided herein, if a controversy, claim or dispute arises out of or relates to this Lease, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration as set forth below. If the parties hereto cannot solve a dispute by mediation within 60 days of the commencement thereof, any controversy or claim arising out of or relating to this Lease, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties hereto further agree that the above controversy be submitted to three arbitrators. The parties hereto further agree to faithfully observe this agreement and the rules, and that the parties will abide by and perform any award rendered by the arbitrators, and that a judgment of the court having jurisdiction may be entered on the award.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action shall or proceeding will award to the party in whose favor a judgment is entered, a reasonable sum as entered the actual attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' fees and costscosts incurred. Tenant shall also will indemnify Landlord against for, and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action action: (a) instituted by involving Tenant against and any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; or (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 the Bankruptcy Code that involves Tenant or its Affiliates. Unless prohibited by law, Tenant and Landlord each waives the right to trial by jury in all actions involving or related to this Lease, the Project or any collateral or subsequent agreements between the parties, and Tenant waives any right to impose a counterclaim in any proceeding brought for possession of the United States Code, Premises as amendeda result of Tenant’s default (although Tenant will retain whatever rights it may have to bring a separate claim against Landlord and will have the right to interpose compulsory counterclaims that cannot be brought in a separate action and that would be irrevocably lost if not brought in the action for possession). Tenant shall and Landlord each also submits to and agrees not to contest the sole and exclusive jurisdiction of the state and federal courts located in Massachusetts to adjudicate all matters in connection with this Lease and agrees that it will bring all suits and actions only in such Massachusetts courts and not to seek a change of venue. Service on any one or more of the individuals comprising Tenant will conclusively be deemed service on all of those individuals. In any circumstance where a party is obligated to indemnify or hold harmless the other party under this Lease, that obligation also will run in favor of the other party’s partners, and the other party’s and its partners’ respective shareholders, directors, officers, employees, agents, and affiliated entities (collectively, the “Indemnified Affiliates” of a party), and will include the obligation to protect the other party and its Indemnified Affiliates, and defend Landlord against any such claim or action at Tenant's expense them with counsel reasonably acceptable to Landlord the other party or, at Landlord's the other party’s election, Tenant shall reimburse Landlord for any legal the other party and its Indemnified Affiliates may employ their own counsel and the indemnifying party will pay when due all attorneys’ fees and costs. The property manager(s) will be deemed to be one of the Indemnified Affiliates of Landlord. These obligations to indemnify, hold harmless, protect and defend will survive the expiration or costs Landlord incurs in any such claim or actiontermination of this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under In the event that either party is required to institute legal proceedings to enforce this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs in whole or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commencedpart, the court in such action prevailing party shall award be entitled to the party in whose favor a judgment is enteredrecover its reasonable attorneys’ fees, a reasonable sum as attorneys' fees costs and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant expenses. 11.5.1 Lessee shall also indemnify Landlord Lessor against and hold Landlord Lessor harmless from all costs, expenses, demands and liability Landlord Lessor may incur if Landlord Lessor becomes or is made a party to any claim or action (a) instituted by Tenant Lessee against any third party, or by any third party against TenantLessee, or by or against any person holding any interest under or using the Property Site by license of or agreement with TenantLessee; (b) for foreclosure of any lien for labor or material furnished to or for Tenant Lessee or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant Lessee or such other person; or (d) necessary to protect LandlordLessor's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant Lessee shall defend Landlord Lessor against any such claim or action at TenantXxxxxx's expense with counsel reasonably acceptable to Landlord orLessor. 11.5.2 Lessor shall also indemnify Lessee against and hold Lessee harmless from all costs, at Landlordexpenses, demands and liability Lessee may incur if Lessee becomes or is made a party to any claim or action (a) instituted by Lessor against any third party, or by any third party against Lessor, or by or against any person holding any interest under or using the Site by license of or agreement with Lessor; (b) otherwise arising out of or resulting from any act or transaction of Lessor or such other person; or (c) necessary to protect Xxxxxx's electioninterest under this Lease in a bankruptcy proceeding, Tenant or other proceeding under Title 11 of the United States Code, as amended. Lessor shall reimburse Landlord for any legal fees or costs Landlord incurs in defend Lessee against any such claim or actionaction at Lessor's expense with counsel reasonably acceptable to Xxxxxx.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, . Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Except to the extent Landlord is found liable in such claim or action, Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Except to the extent Landlord is found liable in such claim or action, Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "Nondefaulting “Non-defaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Non-defaulting Party incurs in connection with any material breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such reasonable attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceedingcase, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. Without limitation on other obligations of Landlord or Tenant that shall survive the expiration or earlier termination of the Lease Term, the obligations of Landlord or Tenant contained in this Section 12.01 shall survive the expiration or earlier termination of this Lease.

Legal Proceedings. If Tenant In any action or proceeding between Landlord and Tenant, including any appellate or alternative dispute resolution proceeding, the prevailing party shall be in breach or default under this Lease, such entitled to recover from the non-prevailing party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any all of its costs or and expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Leasetherewith, whether or including, but not suit is commenced or judgment enteredlimited to, reasonable attorneys’ fees actually incurred. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights rights, including collection costs, or otherwise. Furthermore, if any action legal proceeding for breach of or to enforce the provisions of this Lease is commenced, or for a declaration of or review, including proceedings rights hereunder, in bankruptcy or otherwise, the court in such action shall award to the party in whose favor a judgment is entered, entered a reasonable sum as attorneys' ’ fees and costscosts at trial or upon appeal. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, relating to this Lease, the Premises or Tenant’s operations at the Premises, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other personperson at the Premises; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person, related to this Lease, the Premises or Tenant’s operations at the Premises; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended, except to the extent such costs, expenses demands or liability arise from the gross negligence or willful misconduct of Landlord. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. Expenses. If Tenant any suit, action, proceeding, litigation or Landlord shall claim be in breach commenced or default under this Leasethreatened, such to which Mortgagee is or may be made a party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default by reason of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions execution of this Lease is commencedMortgage, the court Loan Agreement or any of the Loan Documents, or in such action shall award which it becomes necessary or appropriate in Mortgagee’s opinion to defend or uphold the party secured obligations of this Mortgage, or the priority thereof or possession of the Mortgaged Property, or otherwise perfect the security hereunder or otherwise protect the interest of Mortgagee in whose favor a judgment is enteredthe Mortgaged Property, a reasonable sum as attorneys' fees and costs. The losing party or in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costsany suit, expensesaction, demands and liability Landlord may incur if Landlord becomes proceeding, litigation, claim or dispute of any kind in which Mortgagee is made a party to any claim or action (a) instituted by Tenant against any third partyappears as party plaintiff or defendant, affecting the Loan Agreement, the other Loan Documents, this Mortgage, or by any third party against Tenantthe interest created herein, or by the Mortgaged Property, including without limitation bankruptcy, reorganization, receivership or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for similar proceedings, foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceedingMortgage or any condemnation action involving the Mortgaged Property, Mortgagor shall pay immediately without demand after expenditure all sums expended or expense incurred by Mortgagee including, without limitation, reasonable attorneys’ fees, costs and expenses of retaking, holding, preparing for sale, or other proceeding under Title 11 selling (plus cost of evidence or search of title) in connection with the foregoing action or actions together with interest thereon from the date of expenditure at the Default Rate. Any such sums and the interest thereon shall be hereby secured having the benefit and priority of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or actionlien created hereby.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment judgement entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenaxx, or xx by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, or at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action shall or proceeding will award to the party in whose favor a judgment is entered, a reasonable sum as entered the actual attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' fees and costscosts incurred. Tenant shall also will indemnify Landlord against for, and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action (unless caused by Landlord’s negligence or willful misconduct): (a) instituted by involving Tenant against and any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; or (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 the Bankruptcy Code that involves Tenant or its Affiliates. Unless prohibited by law, Tenant and Landlord each waives the right to trial by jury in all actions involving or related to this Lease, the Project or any collateral or subsequent agreements between the parties, and Tenant waives any right to impose a counterclaim in any proceeding brought for possession of the United States Code, Premises as amendeda result of Tenant’s default (although Tenant will retain whatever rights it may have to bring a separate claim against Landlord). Tenant shall and Landlord each also submits to and agrees not to contest the sole and exclusive jurisdiction of the state and federal courts located in Massachusetts to adjudicate all matters in connection with this Lease and agrees that it will bring all suits and actions only in such Massachusetts courts and not to seek a change of venue. In any circumstance where a party is obligated to indemnify or hold harmless the other party under this Lease, that obligation also will run in favor of the other party’s Affiliates, and will include the obligation to protect the other party and its Affiliates, and defend Landlord against any such claim or action at Tenant's expense them with counsel reasonably acceptable to Landlord orthe other party. Counsel engaged by an insurance carrier will be deemed acceptable by the parties. These obligations to indemnify, at Landlord's electionhold harmless, Tenant shall reimburse Landlord for any legal fees protect and defend will survive the expiration or costs Landlord incurs in any such claim or actiontermination of this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action. Landlord shall also indemnify Tenant against and hold Tenant harmless from all costs, expenses, demands and liability Tenant may incur if Tenant becomes or is made a party to any claim or action (a) instituted by Landlord against any third party, or by any third party against Landlord, or by or against any person holding any interest under or using the property by license of or agreement with Landlord; (b) for foreclosure of any lien for labor or material furnished to or for Landlord or such other person; (c) otherwise arising out of or resulting from any act or transaction of Landlord or such other person; or (d) necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Landlord shall defend Tenant against any such claim or action at Landlord's expense with counsel reasonably acceptable to Tenant or, at Tenant's election, Landlord shall reimburse Tenant for any reasonable legal fees or costs Tenant incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Except as excluded in Section 5.08 above, Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Claims Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; or (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any reasonable costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action legal proceeding for breach of or to enforce the provisions of this Lease is commenced, or for a declaration of or review, including proceedings in bankruptcy, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costscosts at trial, upon appeal. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action. Landlord shall also indemnify Landlord against and hold Tenant harmless from all costs, expenses, demands and liability Tenant may incur if Tenant becomes or is made a party to any claim or action (a) instituted by Landlord against any third party, or by any third party against Landlord, or by or against any person holding any interest under or using the Premises or Park by lease, license of or agreement with Landlord; (b) for foreclosure of any lien for labor or material furnished to or for Landlord or such other person; (c) otherwise arising out of or resulting from any act or transaction of Landlord or such other person; or (d) necessary to protect Tenant’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Landlord shall defend Tenant against any such claim or action at Landlord’s expense with counsel reasonably acceptable to Tenant or, at Tenant’s election, Landlord shall reimburse Tenant for any reasonable legal fees or costs Tenant incurs in any such claim or action.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action shall or proceeding will award to the party in whose favor a judgment is entered, a reasonable sum as entered the actual attorneys' fees and costscosts incurred. The losing party in such action shall pay such attorneys' fees and costs. Subject to Article 14, Tenant shall also will indemnify Landlord against for, and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action action: (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or brought against any person or entity (other than a permitted Assignee under Section 18.5(c) or any assignee pursuant to an assignment that caused the assignor to become a Released Assignor) holding any interest under this Lease or using the Property Premises by license of or agreement with Tenant (provided that Tenant's indemnity obligations in this case will not exceed the indemnity obligations that Tenant would have had under Article 14 if Tenant "stood in the shoes" of such other person or entity and the action or proceeding was brought against Tenant); or (b) brought by any person or entity (other than an assignee under a valid assignment of this Lease if and to the same extent that Tenant would have had the right to bring such action or proceeding against Landlord under the same circumstances) holding any interest under this Lease or using the Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 the Bankruptcy Code or in connection with the matters described or contemplated in Exhibit "F" hereto. Unless prohibited by law, Tenant waives the right to trial by jury in all actions involving or related to this Lease, the Premises or any collateral or subsequent agreements between the parties, and any right to impose a counterclaim in any proceeding brought for possession of the United States Code, Premises as amendeda result of Tenant's default (although this waiver of counterclaim will not be deemed to prohibit Tenant from bringing any claims in a separate non-consolidated action). Tenant shall also submits to and agrees not to contest the sole and exclusive jurisdiction of the state and federal courts located in Massachusetts to adjudicate all matters in connection with this Lease or involving Landlord or Landlord's Affiliates in any way, and Tenant agrees that it will bring all suits and actions only in such Massachusetts courts and not to seek a change of venue. In any circumstance where a party is obligated to indemnify or hold harmless the other party under this Lease, that obligation also will include the obligation to protect the other party and defend Landlord against any such claim or action at Tenant's expense it with counsel reasonably acceptable to Landlord the other party or, at Landlordthe other party's election, Tenant shall reimburse Landlord for any legal the other party may employ its own counsel and the indemnifying party will pay when due all attorneys' fees and costs. These obligations to indemnify, hold harmless, protect and defend will survive the expiration or costs Landlord incurs in any such claim or actiontermination of this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under In the event that either party is required to institute legal proceedings to enforce this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs in whole or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commencedpart, the court in such action prevailing party shall award be entitled to the party in whose favor a judgment is enteredrecover its reasonable attorneys’ fees, a reasonable sum as attorneys' fees costs and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant expenses. 11.5.1 Lessee shall also indemnify Landlord Lessor against and hold Landlord Lessor harmless from all costs, expenses, demands and liability Landlord Lessor may incur if Landlord Lessor becomes or is made a party to any claim or action (a) instituted by Tenant Lessee against any third party, or by any third party against TenantLessee, or by or against any person holding any interest under or using the Property Site by license of or agreement with TenantLessee; (b) for foreclosure of any lien for labor or material furnished to or for Tenant Lessee or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant Lessee or such other person; or (d) necessary to protect LandlordXxxxxx's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant Lessee shall defend Landlord Lessor against any such claim or action at TenantXxxxxx's expense with counsel reasonably acceptable to Landlord orLessor. 11.5.2 Lessor shall also indemnify Lessee against and hold Lessee harmless from all costs, at Landlordexpenses, demands and liability Lessee may incur if Lessee becomes or is made a party to any claim or action (a) instituted by Lessor against any third party, or by any third party against Lessor, or by or against any person holding any interest under or using the Site by license of or agreement with Lessor; (b) otherwise arising out of or resulting from any act or transaction of Lessor or such other person; or (c) necessary to protect Xxxxxx's electioninterest under this Lease in a bankruptcy proceeding, Tenant or other proceeding under Title 11 of the United States Code, as amended. Lessor shall reimburse Landlord for any legal fees or costs Landlord incurs in defend Lessee against any such claim or actionaction at Lessor's expense with counsel reasonably acceptable to Xxxxxx.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim claims or action action: (a) instituted Instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; ; (b) for For any foreclosure of any lien for labor or material furnished to or for Tenant or such other person; ; (c) otherwise Otherwise arising out of or resulting from any act or transaction of Tenant tenant or such other person; or or (d) necessary Necessary to protect Landlord's interest under this Lease in a bankruptcy proceedingproceeding of Tenant, or other proceeding of Tenant under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or ----------------- relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action shall or proceeding will award to the party in whose favor a judgment is entered, a reasonable sum as entered the actual attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costscosts incurred. Tenant shall also will indemnify Landlord against for, and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action action: (a) instituted by involving Tenant against and any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Building or the rest of the Premises by license of or agreement with Tenant; Tenant (b) for foreclosure of any lien for labor or material furnished except and strictly to or for the extent that Landlord is finally determined to be a joint tortfeasor with Tenant or against such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other personthird party); or (db) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 the Bankruptcy Code. Unless prohibited by law, Tenant waives the right to trial by jury in all actions involving or related to this Lease, the Premises or any collateral or subsequent agreements between the parties, and any right to impose a counterclaim in any proceeding brought for possession of the United States Code, Premises as amendeda result of Tenant's default. Tenant shall also submits to and agrees not to contest the sole and exclusive jurisdiction of the state and federal courts located in Massachusetts to adjudicate all matters in connection with this Lease or involving Landlord or Landlord's Affiliates in any way, and Tenant agrees that it will bring all suits and actions only in such Massachusetts courts and not to seek a change of venue. Service on any one or more of the individuals comprising Tenant will conclusively be deemed service on all of those individuals. In any circumstance where Tenant is obligated to indemnify or hold harmless Landlord under this Lease, that obligation also will run in favor of Landlord's Affiliates, and will include the obligation to protect Landlord and its Affiliates, and defend Landlord against any such claim or action at Tenant's expense them with counsel reasonably acceptable to Landlord orLandlord, at Landlord's electionand Tenant will pay when due all attorneys' fees and costs. These obligations to indemnify, Tenant shall reimburse Landlord for any legal fees hold harmless, protect and defend will survive the expiration or costs Landlord incurs in any such claim or actiontermination of this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such reasonable attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any the reasonable legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. Landlord shall hold Tenant harmless from all costs, expenses, demands and liability Tenant may incur if Tenant becomes or is made a party to any claim or action for foreclosure or any lien for labor or material furnished to or for Landlord.

Legal Proceedings. If Tenant or and Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for of any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a 10 Initials /s/ KJH ----------------- /s/ CLC ----------------- settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in is such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that 1988 Southern California Chapter 9 Initials of the Society of Industrial and Office Realtors, Inc. (Single-Tenant Gross Form) the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in In such action shall pay such attorneys' fees and costs. Tenant shall also indemnify indemnity Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur Incur if Landlord becomes or is Is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Properly by license licensee of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in In a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, or at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not if suit is commenced or and judgment entered. Such costs shall include legal fees and costs incurred for enters against the negotiation of a settlement, enforcement of rights or otherwiseNondefaulting Party. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment judgement entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of or rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party part in whose favor factor a judgment is entered, a reasonable sum as attorneys' attorney's fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and And hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; : (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (cC) otherwise arising out of OUT OF or resulting from any act or transaction of Tenant or such other person; person or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, . as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not Lease only if suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwiseparty prevails. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any reasonable costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant Lessee or Landlord Lessor shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant Lessee shall also indemnify Landlord Lessor against and hold Landlord Lessor harmless from all costs, expenses, demands and liability Landlord Lessor may incur if Landlord Lessor becomes or is made a party to any claim or action (a) instituted by Tenant Lessee against any third party, or by any third party against TenantLessee, or by or against any person holding any interest under or using the Property by license of or agreement with TenantLessee; (b) for foreclosure of any lien for labor or material furnished to or for Tenant Lessee or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant Lessee or such other person; or (d) necessary to protect LandlordLessor's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant Lessee shall defend Landlord Lessor against any such claim or action at TenantLessee's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or actionLessor.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord Landlord, or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant and Landlord shall also indemnify Landlord each other against and hold Landlord each other harmless from all costs, expenses, demands and liability Landlord each other may incur if Landlord either party becomes or is made a party to any claim or action (a) instituted by Tenant and/or Landlord against any third party, or by any third party against TenantTenant and/or Landlord, or by or against any person holding any interest under or using the Property by license of or agreement with TenantTenant and/or Landlord; (b) for foreclosure of any lien for labor or material furnished to or for Tenant and/or Landlord or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant and/or Landlord or such other person; or (d) necessary to protect Landlord's and/or Tenant’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. Landlord shall defend Tenant against any such claim or action at Landlord’s expense with counsel reasonably acceptable to Tenant or, at Tenant’s election, Landlord shall reimburse Tenant for any legal fees or costs Tenant incurs in any such claim or action.

Legal Proceedings. (a) If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or of default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, shall receive a reasonable sum as attorneys' fees and costscasts. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. (b) Notwithstanding anything to the contrary provided herein, if a controversy, claim or dispute arises out of or relates to this Lease, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration as set forth below. If the parties hereto cannot solve a dispute by mediation within 60 days of the commencement thereof, any controversy or claim arising out of or relating to this Lease, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties hereto further agree that the above controversy be submitted to three arbitrators. The parties hereto further agree to faithfully observe this agreement and the rules, and that the parties will abide by and perform any award rendered by the arbitrators, and that a judgment of the court having jurisdiction may be entered on the award.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; , (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or on transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, . Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim clam or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of or rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any negligent or willful act or transaction of Tenant or such other personTenant; or (db) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "Nondefaulting “Non-defaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Non-defaulting Party incurs in connection with any material breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such reasonable attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceedingcase, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. Landlord shall also indemnify Tenant against and hold Tenant harmless from all costs, expenses, demands and liability Tenant may incur if Tenant becomes or is made a party to any claim or action (a) instituted by Landlord against any third party, or by any third party against Landlord, or by or against any person holding any interest under or using the Property by license of or agreement with Landlord; (b) for foreclosure of any lien for labor or material furnished to or for Landlord or such other person; (c) otherwise arising out of or resulting from any act or transaction of Landlord or such other person; or (d) necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title II of the United States Code, as amended. Landlord shall defend Tenant against any such claim or action at Landlord's expense with counsel reasonably acceptable to Tenant or, at Tenant's option, Landlord shall reimburse Tenant for any legal fees or costs Tenant incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant Each party to this Lease (hereafter, the "Indemnitor") shall also indemnify Landlord the other (the "Indemnitee") against and hold Landlord Indemnitee harmless from all costs, expenses, demands and liability Landlord Indemnitee may incur if Landlord Indemnitee becomes or is made a party to any claim or action (a) instituted by Tenant Indemnitor against any third party, or by any third party against TenantIndemnitor, or by or against any person holding any interest under or using the Property Premises by license of or agreement with TenantIndemnitor; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other personIndemnitor; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other personIndemnitor; or (d) necessary to protect LandlordIndemnitee's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant Indemnitor shall defend Landlord Indemnitee against any such claim or action at TenantIndemnitor's expense with counsel reasonably acceptable to Landlord Indemnitee or, at LandlordIndemnitee's election, Tenant Indemnitor shall reimburse Landlord Indemnitee for any reasonable legal fees or costs Landlord Indemnitee incurs in any such claim or action.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action shall or proceeding will award to the party in whose favor a judgment is entered, a reasonable sum as entered the actual attorneys' fees and costscosts incurred. The losing party in such action shall pay such attorneys' fees and costs. Subject to Article 14, Tenant shall also will indemnify Landlord against for, and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action action: (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against brought AGAINST any person or entity (other than a permitted Assignee under Section 18.5(c) or any assignee pursuant to an assignment that caused the assignor to become a Released Assignor) holding any interest under this Lease or using the Property Premises by license of or agreement with Tenant (provided that Tenant's indemnity obligations in this case will not exceed the indemnity obligations that Tenant would have had under Article 14 if Tenant "stood in the shoes" of such other person or entity and the action or proceeding was brought against Tenant); or (b) brought by any person or entity (other than an assignee under a valid assignment of this Lease if and to the same extent that Tenant would have had the right to bring such action or proceeding against Landlord under the same circumstances) holding any interest under this Lease or using the Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 the Bankruptcy Code or in connection with the matters described or contemplated in Exhibit "F" hereto. Unless prohibited by law, Tenant waives the right to trial by jury in all actions involving or related to this Lease, the Premises or any collateral or subsequent agreements between the parties, and any right to impose a counterclaim in any proceeding brought for possession of the United States Code, Premises as amendeda result of Tenant's default (although this waiver of counterclaim will not be deemed to prohibit Tenant from bringing any claims in a separate non-consolidated action). Tenant shall also submits to and agrees not to contest the sole and exclusive jurisdiction of the state and federal courts located in Massachusetts to adjudicate all matters in connection with this Lease or involving Landlord or Landlord's Affiliates in any way, and Tenant agrees that it will bring all suits and actions only in such Massachusetts courts and not to seek a change of venue. In any circumstance where a party is obligated to indemnify or hold harmless the other party under this Lease, that obligation also will include the obligation to protect the other party and defend Landlord against any such claim or action at Tenant's expense it with counsel reasonably acceptable to Landlord the other party or, at Landlordthe other party's election, Tenant shall reimburse Landlord for any legal the other party may employ its own counsel and the indemnifying party will pay when due all attorneys' fees and costs. These obligations to indemnify, hold harmless, protect and defend will survive the expiration or costs Landlord incurs in any such claim or actiontermination of this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") party, upon demand demand, for any costs or expenses that expense incurred by the Nondefaulting Party incurs other party in connection with any breach or default of the Defaulting Party Tenant or Landlord under this LeaseSublease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease Sublease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, entered a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease Sublease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees fee or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys fees and costs. Such attorneys' fees and costs. The costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyXxxxxx, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended, by or against Tenant. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs reasonably incurred by Landlord incurs in any such claim or action. Landlord shall also indemnify Tenant against and hold Tenant harmless from all costs, expenses, demands and liability incurred by Tenant if Tenant becomes or is made a party to any claim or action (a) instituted by Landlord, or by any third party against Landlord, or by or against any person holding any interest under or using the Property by license of or agreement with Landlord; (b) for foreclosure of any lien for labor or material furnished to or for Landlord or such other person; (c) otherwise arising out of or resulting from any act or transaction of Landlord or such other person; or (d) necessary to protect Xxxxxx's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended, by or against Landlord. Landlord shall defend Tenant against any such claim or action at Landlord's expense, at Tenant's election, Xxxxxxxx shall reimburse Tenant for any legal fees or costs reasonably incurred by Tenant in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or material default of the Defaulting Party Tenant under this LeaseSublease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred incurrent for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease Sublease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The costs Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease Sublease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. amended Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Non-defaulting Party") upon demand for any costs or expenses that the Nondefaulting Non-defaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal reasonable fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action may award to the party in whose favor a judgment is entered, a reasonable sum as settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, entered a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Demised Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other personperson holding an interest in the Demised Premises; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other personperson holding an interest in the Demised Premises; or (d) necessary to protect LandlordXxxxxxxx's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action. Landlord and Xxxxxx each waive irrevocably the right to a trial by jury for any action arising out of or relating to this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as and attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' attorneys fees and costs. The losing party in such action shall pay such attorneys' attorneys fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify and defend Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement agrement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such Each party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") party, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by such other party in connection with any breach or default of the Defaulting Party each party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights Initials ----- ----- or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as for attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant Each party shall also indemnify Landlord the other party against and hold Landlord such other party harmless from all claims, suits, damages, costs, expenses, demands and liability Landlord may incur incurred by such party if Landlord such party becomes or is made a party to any claim or action (a) instituted by Tenant against any third the other party, except for claims or actions based on gross negligence, willful misconduct or breach of this Lease, so long as the each party's claim or action is legally adjudicated in favor of each party and against the other party; or by any third party against Tenanteach party, or by or against any person holding any interest under or using the Property by license of or agreement with Tenanteach party; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act act, transaction, or transaction omission of Tenant each party or such other person; or (d) necessary to protect Landlordeach party's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant Each party shall reimburse Landlord the other party for any legal fees or costs Landlord incurs incurred by such other party in any such claim or action, except for legal fees and costs involving claims or actions by each party against the other party in which case all legal fees and costs will be paid by the non-prevailing party.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, ; demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any an third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; : or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding, or other proceeding under Title 11 II of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this LeaseLease or the Construction Rider, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any legal fees and costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this LeaseLease or Construction Rider, whether or not suit is commenced or judgment entered. Such legal fees and costs shall include legal fees and costs incurred for any lawsuit or arbitration or for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action or arbitration for breach of or to enforce the provisions of this Lease or Construction Rider is commenced, the court or arbitration in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. Neither the Landlord nor the Tenant is waiving any rights to reimbursement for attorneys' fees or costs as they may otherwise be entitled to under applicable laws.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability reasonably incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of off or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Partyparty") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as 27 27 attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' attorneys fees and costs. The losing party in such action shall pay such attorneys' attorneys fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; or (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant Mortgagee, with or Landlord without entry, personally or by its agents or attorneys, insofar as applicable shall have the following rights to the fullest extent permitted by law: (i) Mortgagee may institute proceedings for the complete or partial foreclosure of this Mortgage. In any suit to foreclose the lien hereof, there shall be allowed and included, as additional indebtedness in breach the decree for sale, all expenditures and expenses which may be paid or default under incurred by or on behalf of Mortgagee for attorneys’ fees, appraisers’ fees, outlays for documentary and expert evidence, stenographers’ charges, publication costs and costs (which may be estimated as to costs to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurances with respect to title, as Mortgagee may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any sale pursuant thereto the true condition of the title to or the value of the Premises. All expenditures and expenses of the nature mentioned in this Lease, such party clause (the "Defaulting Party"i) shall reimburse become so much additional indebtedness secured hereby and immediately due and payable. The proceeds of any such sale of the Premises or any part thereof shall be applied to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the maximum rate set out in this Mortgage for interest on advances; all other party sums then secured hereby; and the remainder, if any, to the Person or Persons legally entitled thereto; and/or (ii) Each of Deed of Trust Trustee and Mortgagee shall have the "Nondefaulting Party") upon demand right from time to time to enforce any legal or equitable remedy against Mortgagor and to xxx for any costs sums whether interest, damages for failure to pay principal or expenses that any installment thereof, taxes, installments of principal, or any other sums required to be paid under the Nondefaulting Party incurs in connection with any breach or default terms of this Mortgage, as the Defaulting Party under this Leasesame become due, without regard to whether or not the principal sum secured or any other sums secured by this Mortgage shall be due and without prejudice to the right of Mortgagee thereafter to enforce any appropriate remedy against Mortgagor including an action of foreclosure, or any other action, for an event of default by Mortgagor existing at the time such earlier action was commenced; and/or (iii) Each of Deed of Trust Trustee and Mortgagee may enforce its respective rights, whether by action, suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred proceeding in equity or at law for the negotiation specific performance of a settlementany covenant, condition or agreement in the Loan Agreement or in this Mortgage or in any of the Bond Financing Documents contained, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall deem most advisable to protect and enforce any of its rights hereunder or otherwiseunder the Loan Agreement, and the Bond Financing Documents; and/or (iv) Mortgagee is hereby appointed the true and lawful attorney of Mortgagor, in its name and stead or in the name of Mortgagee, to make all necessary conveyances, assignments, transfers and deliveries of the property rights so sold, and, for that purpose, Mortgagee may execute all necessary deeds and instruments of assignment and transfer, and may substitute one or more persons with like power. FurthermoreMortgagor hereby ratifies and confirms all that its said attorney or attorneys or such substitute or substitutes shall lawfully do by virtue hereof. Mortgagor shall, nevertheless, if so requested in writing by Mortgagee, ratify and confirm any action for breach of such sale or sales by executing and delivering to Mortgagee or to enforce such purchaser or purchasers all such instruments as may be advisable, in the provisions judgment of Mortgagee, for the purpose and as may be designated in such request. Any such sale or sales made under or by virtue of this Lease is commencedArticle 3 shall operate to divest all the estate, the court right, title, interest, claim and demand, whether at law or in such action shall award equity, of Mortgagor in and to the party property and rights so sold, and shall be a perpetual bar both at law and in whose favor a judgment is entered, a reasonable sum as attorneys' fees equity against Mortgagor and costs. The losing party in such action shall pay such attorneys' fees its successors and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or actionassigns.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in is such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of material furnished to or for Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's Xxxxxx’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, . Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action shall or proceeding will award to the party in whose favor a favor, judgment is entered, a reasonable sum as entered the actual attorneys' fees and costscosts incurred. The losing party in such action shall pay such attorneys' fees and costs. Subject to Article 14, Tenant shall also will indemnify Landlord against for, and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action action: (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or brought against any person or entity (other than a permitted Assignee under Section 18.5(c) or any assignee pursuant to an assignment that caused the assignor to become a Released Assignor) holding any interest under this Lease or using the Property Premises by license of or agreement with Tenant (provided that Tenant's indemnity obligations in this case will not exceed the indemnity obligations that Tenant would have had under Article 14 if Tenant "stood in the shoes" of such other person or entity and the action or proceeding was brought against Tenant); or (b) brought by any person or entity (other than an assignee under a valid assignment of this Lease if and to the same extent that Tenant would have had the right to bring such action or proceeding against Landlord under the same circumstances) holding any interest under this Lease or using the Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease Tease in a bankruptcy proceeding, or other proceeding under Title 11 the Bankruptcy Code or in connection with the matters described or contemplated in Exhibit "F" hereto. Unless prohibited by law, Tenant waives the right to trial by ,jury in all actions involving or related to this Lease, the Premises or any collateral or subsequent agreements between the parties, and any right to impose a counterclaim in any proceeding brought for possession of the United States Code, Premises as amendeda result of Tenant's default (although this waiver of counterclaim will not be deemed to prohibit Tenant from bringing any claims in a separate non- consolidated action). Tenant shall also submits to and agrees not to contest the sole and exclusive jurisdiction of the state and federal courts located in Massachusetts to adjudicate all matters in connection with this Lease or involving Landlord or Landlord's Affiliates in any way, and Tenant agrees that it will bring all suits and actions only in such Massachusetts courts and not to seek a change of venue. In any circumstance where a party is obligated to indemnify or hold harmless the other party under this Lease, that obligation also will include the obligation to protect the other party and defend Landlord against any such claim or action at Tenant's expense it with counsel reasonably acceptable to Landlord the other party or, at Landlordthe other party's election, Tenant shall reimburse Landlord for any legal the other party may employ its own counsel and the indemnifying party will pay when due all attorneys' fees and costs. These obligations to indemnify, hold harmless, protect and defend will survive the expiration or costs Landlord incurs in any such claim or actiontermination of this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Except to the extent Landlord is found liable in such claim or action, Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Except to the extent Landlord is found liable in such claim or action, Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or or, expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment judgement entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment ajudginent is entered, a reasonable sum as attorneys' fees and costscost. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished fumished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 I I of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or ------------------ relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action or proceeding shall award to the party in whose favor a judgment is entered, a reasonable sum as entered the actual attorneys' fees and costscosts incurred. The losing party in such action shall pay such attorneys' whose favor judgment is entered may, at its election submit proof of fees and costscosts as an element of damages before entry of Judgment or after entry of judgment in a post judgment cost bill. Tenant also shall also indemnify Landlord against for, and hold defend and xxxx Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action proceeding or (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by of or against any person holding any interest under or using the Property Premises by license Licenses of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction omission of Tenant or such other person; person or (dc) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, proceeding or other proceeding under Title 11 of the United States Code, as amended. In any circumstance where Tenant is obligated to indemnify or hold harmless Landlord or Landlord's Affiliates under this Lease, Tenant also shall defend Landlord against any such claim or action at Tenantand Landlord's expense Affiliates with counsel reasonably acceptable to Landlord or, at Landlord's election, Landlord or Landlord's affiliates may employ their own counsel and Tenant shall reimburse Landlord for any legal pay when due all attorney's fees or and costs Landlord incurs in any such claim or actiontherefor.

Legal Proceedings. If Tenant A. In the event Sublessor commences any legal proceeding to enforce this Sublease against Sublessee and/or to remove Sublessee and his property from the Premises, Sublessee shall not assert any counterclaims or Landlord similar allegations as a defense to any such proceeding, it being Sublessor's and Sublessee's intention that such counter claims shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermorebrought against Sublessor, if any action for breach of or to enforce the provisions of this Lease is commencedat all, the court in such action a separate legal proceeding. Sublessee shall award to the party in whose favor a judgment is enteredpay all costs and expenses incurred by Sublessor, a reasonable sum as including attorneys' fees and costsother litigation expenses, to enforce this Sublease and the rights and privileges evidenced hereby against Sublessee. The losing party in such action shall pay such As used herein, the term "attorneys' fees" is deemed to include, without limitation, reasonable legal fees whether incurred prior to, in preparation for or in contemplation of the filing of any written demand or any claim, action, hearing or proceeding to enforce Sublessee's obligations under this Sublease. B. If Sublessee shall default in the payment of Rent or in the payment of any other sums due under the Prime Lease and Sublease, Sublessee hereby authorizes and empowers any Prothonotary or attorney of any court of record to appear for Sublessee in any and all actions which may be brought for Rent and other sums; and to sign for Sublessee an agreement for entering in any competent court an amicable action or actions for the recovery of Rent and other sums, and in suits or in amicable action or actions to confess judgment against Lessee for all or any part of the Rent and other sums, including, but not limited to, the amounts due from Lessee to Lessor under this Agreement and for interest and costs, together with a reasonable attorney's commission for collection of not less than Three Thousand Dollars ($3,000.00). Tenant Such authority shall also indemnify Landlord against and hold Landlord harmless not be exhausted by one exercise, but judgment may be confessed from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party time to time as often as any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, Rent and other sums shall fall due or be in arrears and such powers may be exercised as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or actionwell after the expiration of the term of this Sublease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord landlord for any legal fees or costs Landlord incurs in any such claim or action. Landlord shall also indemnify Tenant against and hold Tenant harmless from all costs, expenses, demands and liability tenant may incur if Tenant becomes or is made a party to any claim or action (a) instituted by Landlord against any third party, or by any third party against Landlord, or by or against any person holding any interest under or using the Property by license of or agreement with Landlord; (b) for foreclosure of any lien for labor or material furnished to or for Landlord or such other person; (c) otherwise arising out of or resulting from any act or transaction of Landlord or such other person; or (d) necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title II of the United States Code, as amended. Landlord shall defend Tenant against any such claim or action at Landlord's expense with counsel reasonably acceptable to Tenant or, at Tenant's option, Landlord shall reimburse Tenant for any legal fees or costs Tenant incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, Lease such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees tees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against agents. Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, . as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees tees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' attorney's fees and costs. The losing party in such action shall pay such attorneys' attorney's fees and costs. Tenant shall also indemnify indemnity Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Project by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other personTenant; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other persontenant; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended, instituted by or against Tenant. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party nondefaulting party incurs in connection with any breach or default of the Defaulting Party defaulting party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a ta settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions provision of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costscost. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of o the United States Code, Code as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting the"Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord . (deleted and initialed) Addition: See Section III of Addendum to Lease for any legal fees or costs Landlord incurs in any such claim or actionadditional terms and conditions.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Non-defaulting Party") upon demand for any reasonable costs or expenses that the Nondefaulting Non-defaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is enteredentered a reasonable sum as settlement, enforcement of rights or otherwise and a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay all such reasonable attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Claims Landlord may incur if Landlord becomes or is made a party to any claim or action action: (a) instituted by Tenant against any third party, party or by any third party against Tenant, Tenant or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, proceeding or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action Claim at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or actionClaim.

Legal Proceedings. If if Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's Xxxxxx’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, . Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant In any action or Landlord shall be proceeding involving or ----------------- relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action shall or proceeding will award to the party in whose favor a judgment is entered, a reasonable sum as entered the actual attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costscosts incurred. Tenant shall also will indemnify Landlord against for, and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action action: (a) instituted by involving Tenant against and any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; Tenant (b) for foreclosure of any lien for labor or material furnished except and strictly to or for the extent that Landlord is finally determined to be a joint tortfeasor with Tenant or against such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other personthird party); or (db) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 the Bankruptcy Code. Unless prohibited by law, Tenant waives the right to trial by jury in all actions involving or related to this Lease, the Project or any collateral or subsequent agreements between the parties, and any right to impose a counterclaim in any proceeding brought for possession of the United States Code, Premises as amendeda result of Tenant's default. Tenant shall also submits to and agrees not to contest the sole and exclusive jurisdiction of the state and federal courts located in Massachusetts to adjudicate all matters in connection with this Lease or involving Landlord or Landlord's Affiliates in any way, and Tenant agrees that it will bring all suits and actions only in such Massachusetts courts and not to seek a change of venue. Service on any one or more of the individuals comprising Tenant will conclusively be deemed service on all of those individuals. In any circumstance where Tenant is obligated to indemnify or hold harmless Landlord under this Lease, that obligation also will run in favor of Landlord's Affiliates, and will include the obligation to protect Landlord and its Affiliates, and defend Landlord against any such claim or action at Tenant's expense them with counsel reasonably acceptable to Landlord orLandlord, at Landlord's electionand Tenant will pay when due all attorneys' fees and costs. These obligations to indemnify, Tenant shall reimburse Landlord for any legal fees hold harmless, protect and defend will survive the expiration or costs Landlord incurs in any such claim or actiontermination of this Lease.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") Tenants shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any reasonable costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") Tenant shall reimburse the other party (the "Nondefaulting Party") Landlord upon demand for any costs or expenses that the Nondefaulting Party Landlord incurs in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is enteredLandlord, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Non-defaulting Party") upon demand for any costs or expenses that the Nondefaulting Non-defaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any reasonable costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such reasonable attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights rights, including collection costs, or otherwise. Furthermore, if any action legal proceeding for breach of or to enforce the provisions of this Lease is commenced, or for a declaration of or review, including proceedings rights hereunder, in bankruptcy or otherwise, the court in such action shall award to the party in whose favor a judgment is entered, entered a reasonable sum as attorneys' ’ fees and costscosts at trial or upon appeal. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Claims Landlord may incur if Landlord becomes or is made a party to any claim or action Claims (a) instituted by Tenant against any third party, or by any third party against Tenant, relating to this Lease, the Premises or Tenant’s operations at the Premises, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other personperson at the Premises; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; related to this Lease, the Premises or Tenant’s operations at the Premises, or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action Claims at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord landlord for any reasonable legal fees or costs Landlord incurs in any such claim or actionClaims.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The Such attorneys’ fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any legal fees and costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against TenantTenant except to the extent such claim or action is based upon Landlord's gross negligence or willful misconduct, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyXxxxxx, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlordlandlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim claims or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any legal fees and legal costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such attorneys’ fees and costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amendedamended (whether such bankruptcy proceeding affects Tenant or any other person affiliated with or related to Tenant). Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach break or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Codecode, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.. 22

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against TenantTenant (unless such claim or action is a direct result of Landlord's negligence or willful misconduct), or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other personTenant; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other personTenant; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, . Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "Nondefaulting “Non-defaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Non-defaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold harmless Landlord harmless (and Landlord’s members, managers, partners, and shareholders, as applicable, and the affiliates, employees, agents, contractors of Landlord, and its members, managers, partners, and shareholders, as applicable) from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with TenantTenant (a “Tenant Licensee”); (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other personTenant Licensee; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other personTenant Licensee; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under In the event that either party is required to institute legal proceedings to enforce this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs in whole or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commencedpart, the court in such action prevailing party shall award be entitled to the party in whose favor a judgment is enteredrecover its reasonable attorneys’ fees, a reasonable sum as attorneys' fees costs and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant expenses. 11.5.1 Lessee shall also indemnify Landlord Lessor against and hold Landlord Lessor harmless from all costs, expenses, demands and liability Landlord Lessor may incur if Landlord Lessor becomes or is made a party to any claim or action (a) instituted by Tenant Lessee against any third party, or by any third party against TenantLessee, or by or against any person holding any interest under or using the Property Site by license of or agreement with TenantLessee; (b) for foreclosure of any lien for labor or material furnished to or for Tenant Lessee or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant Lessee or such other person; or (d) necessary to protect LandlordXxxxxx's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant Lessee shall defend Landlord Lessor against any such claim or action at TenantXxxxxx's expense with counsel reasonably acceptable to Landlord orLessor. 11.5.2 Lessor shall also indemnify Lessee against and hold Lessee harmless from all costs, at Landlordexpenses, demands and liability Lessee may incur if Lessee becomes or is made a party to any claim or action (a) instituted by Lessor against any third party, or by any third party against Lessor, or by or against any person holding any interest under or using the Site by license of or agreement with Lessor; (b) otherwise arising out of or resulting from any act or transaction of Lessor or such other person; or (c) necessary to protect Xxxxxx's electioninterest under this Lease in a bankruptcy proceeding, Tenant or other proceeding under Title 11 of the United States Code, as amended. Lessor shall reimburse Landlord for any legal fees or costs Landlord incurs in defend Xxxxxxxxxxxxx any such claim or actionaction at Lessor's expense with counsel reasonably acceptable to Xxxxxx.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") Tenants shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include actual and reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The Such attorneys' fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or 24 action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced commenced, or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at TenantXxxxxx's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant Xxxxxx shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, or at Landlord's ’s election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. Landlord shall also indemnify Tenant against and hold Landlord harmless from all costs, expenses, demands and liability Tenant may incur if Tenant becomes or is made a party to any claim or action (a) instituted by Landlord against any third party, or by any third party against Landlord, or by or against any person holding any interest under or using the Premises by license of or agreement with Landlord; (b) for foreclosure of any lien for labor or material furnished to or for Landlord or such other person; (c) otherwise arising out of or resulting from any act or transaction of Landlord or such other person; or (d) necessary to protect Tenant’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Landlord shall defend Tenant against any such claim or action at Landlord’s expense with counsel reasonably acceptable to Tenant or at Tenant’s election, Landlord shall reimburse Tenant for any legal fees or costs Tenant incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") Landlord, upon demand demand, for any costs or expenses that the Nondefaulting Party incurs incurred by Landlord in connection with any breach or default of the Defaulting Party Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costs. The Such attorneys’ fees and costs shall be paid by the losing party in such action shall pay such attorneys' fees and costsaction. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, . Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord incurs in any such claim or action.

Legal Proceedings. (a) If Tenant or Landlord shall be in ----------------- breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or of default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, shall receive a reasonable sum as attorneys' fees and costscasts. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect LandlordXxxxxxxx's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action. (b) Notwithstanding anything to the contrary provided herein, if a controversy, claim or dispute arises out of or relates to this Lease, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration as set forth below. If the parties hereto cannot solve a dispute by mediation within 60 days of the commencement thereof, any controversy or claim arising out of or relating to this Lease, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties hereto further agree that the above controversy be submitted to three arbitrators. The parties hereto further agree to faithfully observe this agreement and the rules, and that the parties will abide by and perform any award rendered by the arbitrators, and that a judgment of the court having jurisdiction may be entered on the award.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any reasonable costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.as

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from form any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the "“Defaulting Party"”) shall reimburse the other party (the "“Nondefaulting Party"”) upon demand for any reasonable costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action legal proceeding for breach of or to enforce the provisions of this Lease is commenced, or for a declaration of or review, including proceedings in bankruptcy, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' ’ fees and costscosts at trial, upon appeal. The losing party in such action shall pay such attorneys' ’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's ’s expense with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Tenant shall reimburse Landlord for any reasonable legal fees or costs Landlord incurs in any such claim or action.

Legal Proceedings. If Tenant In any action of proceeding involving or Landlord shall be relating in breach or default under any way to this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court or other person or entity having jurisdiction in such action or proceeding shall award to the party in whose favor a judgment is entered, a reasonable sum as entered the prevailing party’s actual attorneys' ’ fees and costs (including expert witness fees and costs) incurred. The losing party in such action shall pay such attorneys' whose favor judgment is entered may, at its election submit proof of fees and costscosts as an element of damages before entry of judgment or after entry of judgment in a post judgment cost xxxx. In addition to other indemnification obligations of Tenant, Tenant also shall also indemnify Landlord against for, and defend and hold Landlord harmless from and against, all costs, expenses, demands and liability Liabilities incurred by Landlord may incur if Landlord becomes or is made a party to any claim proceeding or action action: (a) instituted by Tenant against any third partyTenant, or by any third party against Tenant, or of, by or against any person holding any interest under or using the Property Premises by license licenses of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction omission of Tenant or such other person; person or (dc) necessary to protect Landlord's ’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. In all circumstances where Tenant is obligated to indemnify or hold harmless Landlord or Landlord’s Affiliates under this Lease, Tenant shall defend Landlord against any such claim or action at Tenant's expense and Landlord’s Affiliates with counsel reasonably acceptable to Landlord or, at Landlord's ’s election, Landlord or Landlord’s Affiliates may employ their own counsel and Tenant shall reimburse Landlord for any legal pay when due all attorney’s fees or and costs Landlord incurs in any such claim or actiontherefor.

Legal Proceedings. If Tenant A. In the event Sublessor commences any legal proceeding to enforce this Sublease against Sublessee and/or to remove Sublessee and his property from the Premises, Sublessee shall not assert any counterclaims or Landlord shall similar allegations as a defense to any such proceeding, it being Sublessor's and Sublessee's intention that such counter clxxxx xxxxl be in breach or default under this Lease, such party (the "Defaulting Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermorebrought against Sublessor, if any action for breach of or to enforce the provisions of this Lease is commencedat all, the court in such action a separate legal proceeding. Sublessee shall award to the party in whose favor a judgment is enteredpay all costs and expenses incurred by Sublessor, a reasonable sum as including attorneys' fees and other litigation expenses, to enforce this Sublease and the rights and privileges evidenced hereby against Sublessee. As used herein, the term "attorneys' fees" is deemed to include, without limitation, reasonable legal fees whether incurred prior to, in preparation for or in contemplation of the filing of any written demand or any claim, action, hearing or proceeding to enforce Sublessee's obligations under this Sublease. B. If Sublessee shall default in the payment of Rent or in the payment of any other sums due under the Prime Lease and Sublease, Sublessee hereby authorizes and empowers any Prothonotary or attorney of any court of record to appear for Sublessee in any and all actions which may be brought for Rent and other sums; and to sign for Sublessee an agreement for entering in any competent court an amicable action or actions for the recovery of Rent and other sums, and in suits or in amicable action or actions to confess judgment against Lessee for all or any part of the Rent and other sums, including, but not limited to, the amounts due from Lessee to Lessor under this Agreement and for interest and costs, together with a reasonable attorney's commission for collection of not less than Three Thousand Dollars ($3,000.00). The losing party Such authority shall not be exhausted by one exercise, but judgment may be confessed from time to time as often as any of the Rent and other sums shall fall due or be in arrears and such powers may be exercised as well after the expiration of the term of this Sublease. C. When this Sublease and its term shall have been terminated on account of any default and/or also when the term hereby created shall have expired, it shall be lawful for any attorney of any court of record to appear as attorney for Sublessee as well as for all persons claiming by, through or under Sublessee and to sign an agreement for entertaining in any competent court an amicable action in ejectment against Sublessee and all persons claiming by, through or under Sublessee and to confess judgment for the recovery by Pretzel Time of possession of the Premises, for which this Sublease and referenced Prime Lease shall be sufficient warrant; thereupon, if Pretzel Time so desires, an appropriate writ of possession may issue promptly, without any prior writ of proceeding whatsoever, provided that if for any reason after such action shall pay such attorneys' fees and costs. Tenant have been commenced it shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability Landlord may incur if Landlord becomes be determined that possession to bring one or is made a party more further amicable action or actions to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 recover possession of the United States CodePremises and to confess judgment for the recovery of possession of the Premises as provided. Notwithstanding anything contained in this Sublease or Prime Lease to the contrary, the right of Pretzel Time to initiate an amicable action in ejectment as amended. Tenant specified above shall defend Landlord against any such claim not preclude or limit Pretzel Time's right to initiate an amicable action at Tenant's expense with counsel reasonably acceptable for Rent (including but not limited to Landlord or, at Landlord's election, Tenant shall reimburse Landlord all unpaid Rent for any legal fees or costs Landlord incurs in any such claim or actionthe balance of the term of this Prime Lease).