Common use of LIMITATION OF LIABILITY AND INDEMNITY Clause in Contracts

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease. (b) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure periods, Subtenant agrees that neither Sublandlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAID BY THE IESO HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE IESO AND THE INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY. (b) The Participant (the extent “Indemnifying Party”) will indemnify, defend and hold, the IESO, the Government of damage resulting from Ontario, the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default members of the provisions Government of this Sublease beyond any applicable cure periodOntario’s Executive Council, Subtenant agrees to protectthe Government of Canada, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord their respective affiliates, and Sublandlord's lenders, partners, members, property management company, agents, each of the foregoing Person’s respective directors, officers, employees, representativesshareholders, advisors, third party service providers and agents (including contractors (except as provided in Subparagraph 7.12(dand their employees) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees"“Indemnified Party”) harmless and indemnify the Indemnitees from and against any and all liabilitiesClaims, losses, damages, demandsliabilities, penalties, costsobligations, lossespayments, costs and expenses and accrued interest thereon (including the costs and expenses of, and accrued interest on, any and all actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, charges settlements and expenses (including compromises relating thereto and reasonable attorneys' fees, costs of court lawyers’ fees and expenses necessary reasonable disbursements in the prosecution or defense of any litigation including the enforcement of this provisionconnection therewith) (collectivelyeach, "Claims"an “Indemnifiable Loss”), asserted against or suffered by the Indemnified Party relating to, in connection with, resulting from, or arising out of (i) arising from any Claim by, or in any way occurrence or event related to, directly any third party involved in the activities of any Project or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, Measure; (ii) the conduct negligence or wilful misconduct of Subtenant's business at the Premises Participant; and/or (iii) any activity, work otherwise as a result of or thing done, permitted or suffered by Subtenant in or about arising out of this Agreement . The IESO will hold the Premises, (iv benefit the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant Participant’s obligations under this Sublease. Subtenant agrees that Section 12 in the obligations of Subtenant herein shall survive IESO’s own right and, in trust, for the expiration or earlier termination of this Sublease. (b) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure periods, Subtenant agrees that neither Sublandlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors or omissions benefit of any other tenants or occupants of the Project. Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or airIndemnified Party. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the SubtenantTenant's property (whether leased or owned or held in bailment) Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Representatives or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord Landlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAID BY THE IESO HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE IESO AND THE INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY. (b) The Participant (the extent “Indemnifying Party”) will indemnify, defend and hold, the IESO, the Government of damage resulting from Ontario, the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default members of the provisions Government of this Sublease beyond any applicable cure periodOntario’s Executive Council and their respective affiliates, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lenders, partners, members, property management company, agents, each of the foregoing Person’s respective directors, officers, employees, representativesshareholders, advisors, third party service providers and agents (including contractors (except as provided in Subparagraph 7.12(dand their employees) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees"“Indemnified Party”) harmless and indemnify the Indemnitees from and against any and all liabilitiesClaims, losses, damages, demandsliabilities, penalties, costsobligations, lossespayments, costs and expenses and accrued interest thereon (including the costs and expenses of, and accrued interest on, any and all actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, charges settlements and expenses (including compromises relating thereto and reasonable attorneys' fees, costs of court lawyers’ fees and expenses necessary reasonable disbursements in the prosecution or defense of any litigation including the enforcement of this provisionconnection therewith) (collectivelyeach, "Claims"an “Indemnifiable Loss”), asserted against or suffered by the Indemnified Party relating to, in connection with, resulting from, or arising out of (i) arising from any Claim by, or in any way occurrence or event related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, any third party relating to this Agreement; and/or (ii) the conduct negligence or wilful misconduct of Subtenant's business at the Premises (iii) any activityParticipant, work or thing done, permitted or suffered by Subtenant except in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease. (b) Except either case to the extent of that any injury or damage resulting from related to such Claim, occurrence or event is attributable to the gross negligence or willful wilful misconduct of only Sublandlord the Indemnified Party. For greater certainty, in the event of contributory negligence or its Indemnitees or, Sublandlord's material default wilful misconduct of the provisions of this Sublease beyond any applicable cure periodsIndemnified Party, Subtenant agrees then such Indemnified Party will not be indemnified hereunder in the proportion that neither Sublandlord nor any of the Indemnitees shall at any time Indemnified Party’s negligence or wilful misconduct contributed to any extent whatsoever be liableIndemnifiable Loss. The IESO will hold the benefit the Participant’s obligations under this Section 12 in the IESO’s own right and, responsible or in any way accountable trust, for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors or omissions benefit of any other tenants or occupants of the Project. Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or airIndemnified Party. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives or as otherwise expressly set forth herein, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party parry persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be released or indemnified from Claims arising from, directly or indirectly, the gross negligence or willful misconduct of Landlord or Landlord’s Indemnitees, Landlord’s or Landlord’s Indemnitees’ violation of any Law, order or regulation, or a breach of Landlord’s obligations under the Lease. Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord Landlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, or for any latent defect in the Premises or the Building except to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of expressly set forth in the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord Landlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages air or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental latent defect in the Premises or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this SubleaseBuilding.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of the ProjectPremises , (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunderhereunder except to the extent of any judgment obtained by Tenant that is not satisfied by Landlord within sixty (60) days after Landlord’s receipt of written notice from Tenant requesting satisfaction of such judgment. Sublandlord Landlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by latent defect in the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this SubleasePremises.

LIMITATION OF LIABILITY AND INDEMNITY. (a) 14.1 Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord (or its Indemnitees (defined below) oragents, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure periodemployees or contractors), Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, members, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges charges, penalties, fines and expenses (including including, but not limited to, reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's Tenant’s business at or about the Premises Premises, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, and/or (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailmentiv) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' caused by Tenant or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this SubleaseTenant’s Representatives. (b) Except 14.2 Notwithstanding the foregoing or anything in this Lease to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees orcontrary, Sublandlord's material default of the provisions of this Sublease beyond if any applicable cure periods, Subtenant agrees that neither Sublandlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but Premises cannot limited tobe occupied by Tenant for the normal conduct of Tenant’s business for five (5) consecutive business days as the result of any interruption of any Landlord service over which Landlord has control, any actswork performed by Landlord (or its agents, errors employees or omissions of contractors) or any other tenants or occupants default by Landlord under this Lease, then commencing on the fifth (5th) business day and ending on the date such portion may be so occupied by Tenant, the Rent shall xxxxx in proportion to the portion of the Project. Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for Premises which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall cannot be liable for any interference with light or airso occupied. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or7.1. Notwithstanding anything contained herein, Sublandlord's material default neither Party in any event, regardless of the provisions form of this Sublease beyond claim, shall be liable for (i) any applicable cure periodindirect, Subtenant agrees to protectpunitive, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lendersexemplary, partnersspeculative, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilitiesconsequential or incidental losses, damages, demandsclaims, penaltiesliabilities, charges, costs, losses, judgments, charges and expenses (including reasonable attorneys' feesincluding, costs without limitation, loss of court use, data, revenue, profits, business and expenses necessary in the prosecution or defense for any claims of any litigation including third party claiming through Customer) that may arise out of or result from this Agreement, irrespective of whether it had an advance notice of the enforcement possibility of any such damages; or (ii) damages relating to any claim that accrued more than One (1) year before the institution of adversarial proceedings thereon. The aggregate liability of Sify for direct damages, regardless of form of claim, shall not exceed the fees (excluding reimbursements) received by it under this provisionAgreement during the six months preceding the date of such claim. 7.2. Subject to the limits of liability set forth herein, in regard to performance under this Agreement each party (the “Indemnifying Party”) shall defend, indemnify, and save harmless the other party (collectivelythe “Indemnified Party”) and its officers and directors, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, inviteesand representatives from and against any losses, guestsdamages, representatives and contractors costs, attorneys’ fees, penalties, fees, liabilities, or expenses (collectively, "Subtenant's Representatives"“Losses”) use of associated with any third party claim against the PremisesIndemnified Party connected with (i) death, Security System, and other portions of the Project, or (ii) the conduct of Subtenant's business at the Premises injury to persons, or (iii) any activitybreach of confidentiality, work in each case resulting from the acts or thing doneomissions of the Indemnifying Party, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's its employees, directorsagents or contractors. 7.3. Customer (“Indemnifying Party”) agrees to defend, officersindemnify and hold Sify (“Indemnified Party”), agentsharmless against all suits, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors claims and assigns' or proceedings made by a third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease. (b) Except to the extent such suit, claim or proceeding alleges any infringement by Customer of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees or, Sublandlord's material default any intellectual property rights in respect of the provisions usage of this Sublease beyond Equipment and/or Software, and , fully cooperates with Sify in such settlement or defence of such claims, and does not make any applicable cure periods, Subtenant agrees that neither Sublandlord nor any admissions which affect defence of the Indemnitees claim and does not settle the claim without Sify’s consent. Customer shall bear the expense of any such defence and pay any damages and legal fees that are attributable to such suit, claim or proceeding. 7.4. The indemnification obligations stated in this clause apply only in the event that the Indemnified Party provides the Indemnifying Party prompt written notice of such claims; grants the Indemnifying Party sole authority to defend, manage, negotiate or settle such claims; and makes available all reasonable assistance in defending the claims (at any time or the expense of the Indemnifying Party). Notwithstanding the foregoing, neither party is authorised to agree to any extent whatsoever be liable, responsible settlement or in compromise or the like which would require that the Indemnified Party make any way accountable for any loss, liability, injury, death payment or damage to persons or property which at any time may be suffered or sustained by Subtenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or bear any other portion substantive obligation without the prior written consent of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants Indemnified Party. The indemnification obligations stated in this clause reflect the entire liability of the Project. Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein parties for the matters for which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or airaddressed thereby. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims (defined below) resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirsofficers, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage Claims resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlordwith respect to Landlord's material default of the provisions of obligations under this Sublease beyond any applicable cure periodLease, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of the Project, Premises (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease, including, but not limited to repairs, replacements and maintenance described in SECTION 11 above. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlordwith respect to Landlord's material default of obligations under this Lease, to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors or omissions by or on behalf of any other sub-tenants or occupants of the ProjectPremises. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.of

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims resulting from the active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default agents, employees, contractors, licensees or invitees, or Landlord’s breach of this Lease and subject to the provisions of this Sublease beyond any applicable cure periodSection 12.5, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage Claims resulting from the active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of the provisions agents, employees, contractors, licensees or invitees, or Landlord’s breach of this Sublease beyond any applicable cure periodsLease, Subtenant to the fullest extent permitted by law, Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. THE SPONSORS AND ICF’s TOTAL LIABILITY TO PARTICIPATING CONTRACTOR FOR ALL CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, TORT (a) Except to INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOSSES ARISING OUT OF, OR IN CONNECTION WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $1000 (one thousand dollars). SPONSORS AND ICF, THEIR AFFILIATES AND EACH OF THEIR REPRESENTATIVES, OFFICERS, DIRECTORS, EMPLOYEES AND SUBCONTRACTORS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO PARTICIPATING CONTRACTOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES. To the fullest extent of damage resulting from the gross negligence permitted by law or willful misconduct of only Sublandlord or its Indemnitees (defined below) orregulation, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure periodParticipating Contractor shall defend, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) indemnify and hold Sublandlord harmless the Sponsors and Sublandlord's lendersICF and any subsidiaries or affiliates thereof, partners, members, property management company, agents, and each of their respective directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns representatives (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against any and all liabilities, losses, claims, damages, demandsfines, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' attorney's fees), costs demands and causes of court and expenses necessary in the prosecution actions of every kind or defense character (“Losses”) arising, or alleged to have arisen out of any litigation including claims (just or unjust) relating to a breach of or an act incident to the enforcement performance of this provision) (collectively, "Claims") arising from Agreement; or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease. (b) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure periods, Subtenant agrees that neither Sublandlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors acts or omissions of any other tenants or occupants of the Project. Subtenant shall notParticipating Contractor, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or airemployees and/or subcontractors. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross active negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or), or Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilitiesliabilities (including any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons), damages, demands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use or operation of the Premises, Security System, Furniture, security services, janitorial services, electrical systems, fire detection and prevention systems, alterations or additions to the Premises, Subtenant's property (whether leased or owned or held in bailment), and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Premises, (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease. (b) Except to the extent of damage resulting from the gross active negligence or willful misconduct of only Sublandlord or its Indemnitees orIndemnitees, or Sublandlord's material default of the provisions of this Sublease or the Master Lease beyond any applicable cure periods, Subtenant agrees that neither Sublandlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord may be liable hereunder. Sublandlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease, including the Work Letter (Exhibit I). The parties specifically agree that the provisions of this Subparagraph 10(c) shall apply to any liability under the Work Letter.

LIMITATION OF LIABILITY AND INDEMNITY. (a) 13.1 Except to the extent of damage resulting from the gross violation of Laws by Landlord, negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees Landlord’s authorized employees, representatives, agents, licensees or contractors (defined below) orcollectively, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period“Landlord’s Representatives”), Subtenant Tenant, agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Landlord Indemnitees"”) harmless and indemnify the Landlord Indemnitees from and against all third-party liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, done or permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or iv) in any way connected with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party personsTenant’s Property, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. [Any sums payable by Tenant pursuant to this Section that accrue prior to the date that the Maximum Guarantee Test has been made shall be paid by Tenant to Landlord within thirty (30) days after the date that the Maximum Guarantee Test has been met.] (b) 13.2 Except to the extent of damage resulting from the negligence (but only to the extent no covered by the insurance Tenant is then carrying or required to carry under this Lease), gross negligence or willful misconduct , or violations of only Sublandlord Laws by, Landlord or its Indemnitees orLandlord’s Representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Landlord Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunderhereunder (except as expressly set forth in this Lease). Sublandlord and its authorized representatives Neither Landlord nor any of the Landlord Indemnitees shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Buildings (except as expressly set forth in this Lease). (c) Sublandlord agrees that, 13.3 Notwithstanding anything to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master contrary contained in this Lease, the waiver of liability granted under the first sentence of Section 10(bexcept with respect to Tenant’s obligations in Article 20 (“Holding Over”) above and Article 27 (“Environmental Matters/Hazardous Materials), in no event shall not apply. Further, Subtenant and Sublandlord agree that neither either party shall be liable to the other for any indirect, consequential, special, exemplary, incidental or special punitive damages suffered arising from or incurred by relating to this Lease. 13.4 Notwithstanding anything to the other party or such party's lenderscontrary herein, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) Article 13 shall supercede any conflicting be subject to the provisions of this SubleaseSection 40 below.

LIMITATION OF LIABILITY AND INDEMNITY. (a) 13.1 Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees Landlord's authorized employees, representatives, agents, licensees or contractors (defined below) orcollectively, Sublandlord"Landlord's material default of the provisions of this Sublease beyond any applicable cure periodRepresentatives"), Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Landlord Indemnitees") harmless and indemnify the Landlord Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the SubtenantTenant's property (whether leased or owned or held in bailment) Property therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. (b) 13.2 Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orLandlord's Representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Landlord Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord and its authorized representatives Neither Landlord nor any of the Landlord Indemnitees shall not be liable for any interference with light or air. (c) Sublandlord agrees that, for any latent defect in the Premises or the Building or for any loss or damage to Tenant's Property that may arise on account of or in any way be connected with the extent Subtenant suffers damages repair, maintenance, performance or incurs liabilities arising out of Sublandlord's role as an occupant condition of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this SubleaseHVAC Systems.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the SubtenantTenant's property (whether leased or owned or held in bailment) Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Representatives or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Tenant agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord Landlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to the extent Subtenant suffers damages or incurs liabilities arising out of Sublandlord's role as an occupant of the Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental latent defect in the Premises or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this SubleaseBuilding.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Xxxxxx agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantXxxxxx's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Representatives or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease. (b) Lease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees orauthorized representatives, Sublandlord's material default of to the provisions of this Sublease beyond any applicable cure periodsfullest extent permitted by law, Subtenant Xxxxxx agrees that neither Sublandlord Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Security System Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Subtenant Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Landlord shall not be liable to Tenant, and Tenant waives all claims against Landlord, for injury or death to any person, damage to any property, or loss of use of any property in any portion of the Project by and from all causes, including without limitation, any defect in any portion of the Project and/or any damage or injury resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Premises, or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether the damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Sublandlord Landlord may be liable hereunder. Sublandlord Landlord and its authorized representatives shall not be liable for any interference with light or air. (c) Sublandlord agrees that, to or for any latent defect in the extent Subtenant suffers damages Premises or incurs liabilities arising out the Building or for the acts of Sublandlord's role as an occupant any of the other tenants or occupants of the Building or Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant under the Master Lease, the waiver of liability granted under the first sentence of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree that neither party shall be liable for any indirect, consequential, incidental or special damages suffered or incurred by the other party or such party's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors, successors and assigns, provided however, that nothing in this sentence shall be construed to limit the remedies and damages that are otherwise available to Sublandlord pursuant to Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.