Common use of Tenant’s Indemnification of Landlord Clause in Contracts

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ and expense defend, protect, indemnify, and hold Landlord and Landlord's agents, contractors, licensees, employees, directors, officers, partners, lenders, trustees and invitees (collectively, the "Landlord's Employees") harmless from and against any and all "Claims" (defined below) arising out of or in connection with the use of the Premises or the Building by Tenant, by any of Tenant's Employees, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct of Tenant's business, any activity, work or things done, permitted or allowed by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord's Employees or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms of this Lease. As used herein, the term "Claims" means any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions of this Paragraph 12.1 shall survive the expiration or sooner termination of this Lease.

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ be liable for, and expense shall indemnify, defend, protect, indemnify, protect and hold Landlord and Landlord's agentsthe Landlord Indemnified Parties harmless from and against, contractorsany and all claims, licenseesdamages, employeesjudgments, directorssuits, officerscauses of action, partnerslosses, lendersliabilities and expenses, trustees including attorneys’ fees and invitees court costs (collectively, the "Landlord's Employees") harmless from and against any and all "“Indemnified Claims" (defined below) arising out of or in connection with the use of the Premises or the Building by Tenant, by any of Tenant's Employees, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below”), arising or resulting from (a) any occurrence at the conduct of Tenant's businessPremises, any activity, work or things done, permitted or allowed unless caused by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the gross negligence or willful misconduct of Landlord or Landlord's Employees its agents, employees or to claims to the extent such claims are contractors and not covered by the insurance carried (or required to be carriedmaintained by Tenant under this Lease, (b) any act or omission of Tenant or any of Tenant’s agents, employees, contractors, subtenants, assignees, licensees or invitees (collectively, “Tenant Parties”); (c) the use of the Premises and Common Areas and conduct of Tenant's business by Landlord pursuant Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises, the Building or elsewhere on the Project; and/or (d) any default by Tenant of any obligations on Tenant's part to be performed under the terms of this Lease. As used herein, Lease or the term "Claims" means terms of any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for contract or agreement to which Tenant is obligated to defend Landlord under a party or by which it is bound, affecting this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' feesLease or the Premises. The provisions foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or its mortgagee has or should have knowledge or notice of this Paragraph 12.1 the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall survive defend the expiration or sooner termination of this Leasesame at Tenant'’s expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld.

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ and expense defendwill indemnify, protect, indemnifydefend, and hold harmless Landlord and Landlord's agentspartners, contractors, licensees, employeesmembers, directors, officers, partnersemployees, shareholders, lenders, trustees agents, contractors, and invitees each of their respective successors and assigns (collectively, the individually and collectively "Landlord's EmployeesLandlord Indemnitees") harmless from all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses, and against any and all "Claims" (defined below) expenses arising out as a result of or in connection with Tenant's or Tenant's Parties' breach of any prohibition or provision of Section 44, or the use presence of any Hazardous Materials on or under the Premises during the Term or any Hazardous Materials that migrate from the Building by TenantPremises to other properties, by any as a result of Tenant's Employeesor Tenant's Parties' activities, or by any member of failure to act where Tenant had a duty to act, on or in connection with the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct of Tenant's business, any activity, work or things done, permitted or allowed Premises. This obligation by Tenant to indemnify, protect, defend, and hold harmless Landlord Indemnitees includes, without limitation, costs and expenses incurred for or in connection with any investigation, cleanup, remediation, monitoring, removal, restoration, or closure work required by the Agencies because of any Hazardous Materials present on, under, or about the Premises as a result (directly or the Building, the nonobservance or nonperformance by Tenant indirectly) of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant Tenant's or Tenant's EmployeesParties' activities, or failure to act where Tenant had a duty to act; providedthe costs and expenses of restoring, howeverreplacing, that or acquiring the terms equivalent of damaged natural resources if required under any Environmental Law; all foreseeable consequential damages; all reasonable damages for the loss or restriction on use of rentable or usable space or of any amenity of the foregoing indemnity shall not apply Premises; all reasonable sums paid in settlement of claims; reasonable attorney fees; litigation, arbitration, and administrative proceeding costs; and reasonable expert, consultant, and laboratory fees. Neither the written consent of Landlord to the negligence presence of Hazardous Materials on or willful misconduct of Landlord under the Premises, nor the strict compliance by Tenant with all Environmental Laws, will excuse Tenant from the indemnification obligation. This indemnity will survive the expiration or Landlord's Employees or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms termination of this Lease. As used hereinFurther, if Landlord detects a deficiency in Tenant's performance under this indemnity and Tenant fails to correct the term "Claims" means any deficiency within ten (10) days after receipt of written notice from Landlord, Landlord has the right to join and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant participate in any suit involving a Claim for which legal proceedings or actions affecting the Premises that are initiated in connection with any Environmental Laws. However, if the correction of the deficiency takes longer than ten (10) business days, Landlord may join and participate if Tenant is obligated fails to defend Landlord under this Paragraph 14.1, Tenant shall pay commence corrective action within the ten (10) day period and after that diligently proceeds to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions of this Paragraph 12.1 shall survive correct the expiration or sooner termination of this Leasedeficiency.

Tenant’s Indemnification of Landlord. (a) Tenant shall at its sole cost ------------------------------------ defend with competent counsel, indemnify and expense defend, protect, indemnifyhold harmless the University, and hold Landlord and Landlord's agents, contractors, licensees, employees, directorsits trustees, officers, partnersagents, lenders, trustees employees and invitees (collectively, the "Landlord's Employees") harmless affiliated and support entities from and against any and all "liabilities, obligations, losses, damages, fines, penalties, claims, demands, costs, charges and expenses, including, without limitation, reasonable fees of architects, engineers, consultants and attorneys and costs associated with administrative and judicial proceedings incurred by Landlord as a result of Tenant’s breach of its obligations under this Lease, which may be imposed upon, incurred by or asserted against Landlord in connection with any of the following (collectively, the “Claims" ”): (i) Any work done in, on or about the Premises or the Construction Easement Areas; (ii) Any use, non-use, possession, occupation, condition, operation, maintenance or management of the Premises, the Construction Easement Areas or any part thereof, or any adjacent sidewalk, curb, passageway or space, except where such claims are a result of the acts or omissions of Landlord or its agents, concessionaires, contractors, servants or employees or Permitted Residents (other than retail subtenants of Tenant) under Permitted Leases, or their invitees or licenses; (iii) Any act or omission of Tenant or any of its agents, concessionaires, contractors, servants, employees, or invitees excluding the acts or omissions of Permitted Residents (other than retail subtenants of Tenant) under Permitted Leases, Landlord or its agents, concessionaires, contractors, servants or employees; (iv) Any accident, injury or death to any person or damage to any property occurring in, on or about the Premises or the Construction Easement Areas, or any adjacent sidewalk, curb, passageway or space, except resulting from the acts or omissions of Landlord or its agents, concessionaires, contractors, servants or employees or Permitted Residents (other than retail subtenants of Tenant) under Permitted Leases, or their invitees or licensees; or (v) Any failure by Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations in this Lease required by the provisions of this Lease to be complied with or performed by Tenant. (b) In addition to, and without limiting the generality of, the foregoing provisions of this Article, Tenant shall indemnify, and hold harmless the University, and its trustees, officers, agents, employees and affiliated and support entities, from and against all claims which may be imposed upon, incurred by or asserted against Landlord, arising out of (i) the use, generation, storage, Release, or disposal of Hazardous Materials (defined below) arising out on or about the Premises or the Construction Easement Areas by or on behalf of Tenant in violation or in connection with the breach of this Lease during Tenant’s use of the Premises or the Building by TenantConstruction Easement Areas including, by without limitation, the cost of any of Tenant's Employeesrequired or necessary decommissioning, repair, cleanup, or by remediation and the preparation of any member closure or other required plans, whether such action is required or necessary prior to or following the termination of the "this Lease, (ii) any Release or threatened Release during Tenant's Group" (defined in Paragraph 14.2 below), the conduct ’s use of Tenant's business, any activity, work or things done, permitted or allowed by Tenant in or about the Premises or the Building, the nonobservance Construction Easement Areas of such Hazardous Materials in violation or nonperformance by Tenant of any of its obligations under the terms breach of this Lease at, on, to, or into the Premises or the Construction Easement Areas, including groundwater, or from the Premises or the Construction Easement Areas on, to, or into any adjoining property or other property, including groundwater, (iii) the failure by Tenant, any subtenant or any person claiming under Tenant (other than a Permitted Resident (except for retail subtenants of Tenant) under a Permitted Lease) to comply with any of the Requirements described in Article 10 of this Lease, including without limitation obligations all Environmental Laws, or the common law; or (iv) any and all damage to natural resources or real property and/or harm or injury to any person resulting or alleged to have resulted from (A) any Release or threatened release during Tenant’s use of the Premises or the Construction Easement Areas of such Hazardous Materials in violation or breach of this Lease or any Environmental Law, and/or (B) such failure during Tenant’s use of the Premises or the Construction Easement Areas to comply with Legal Requirements)with, or otherwise arising under, any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to Requirements, including without limitation all Environmental Laws, or the negligence or willful misconduct of Landlord or Landlord's Employees or to claims to the extent such claims are covered by insurance carried common law. definitions: (or required to be carriedc) by Landlord pursuant to the terms For purposes of this Lease. As used herein, the term "Claims" means any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1, Tenant following terms shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions of this Paragraph 12.1 shall survive have the expiration or sooner termination of this Lease.following

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ and expense defend, protect, indemnify, covenants that it will indemnify and hold Landlord whole and Landlord's harmless of, from and against (a) all fines, suits, loss, cost, liabilities, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, licenseespatrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, directorscontractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, or from any other cause. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's gross negligence or willful acts or omissions, or those of its officers, partnersagents, lenders, trustees and invitees (collectively, the "Landlord's Employees") harmless from and against any and all "Claims" (defined below) arising out of contractors or employees in connection with Landlord's activities on the use of the Premises or the Building by TenantPremises, by any of provided that such exclusion from Tenant's Employees, or by indemnity is not intended to and shall not relieve any member of the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct of Tenant's business, any activity, work or things done, permitted or allowed by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any insurance carrier of its obligations under policies required to be carried by Tenant, pursuant to the terms provisions of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord's Employees or to claims to the extent that such claims are covered policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by insurance carried (or required against Tenant or relating to be carried) by Landlord pursuant this Lease or to the terms of this Lease. As used hereinPremises, the term "Claims" means any that Tenant shall and will pay all actionscosts and expenses, agreements, including attorneys' feesfees and court costs incurred by or imposed upon landlord by virtue of any such litigation, causes and the amount of actionall such costs and expenses, claims, contracts, including attorneys' fees and court costs, covenantsshall be a demand obligation owing by Tenant to landlord, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant bearing interest at the rate of interest specified in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions 4 above from the date of this Paragraph 12.1 shall survive the expiration or sooner termination of this Leaseoutlay.

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ be liable for, and expense shall indemnify, defend, protect, indemnify, protect and hold Landlord and Landlord's agentsmembers, contractorspartners, licenseesofficers, directors, shareholders, employees, directorsagents, officers, partners, lenders, trustees successors and invitees assigns (collectively, the "Landlord's EmployeesLANDLORD INDEMNIFIED PARTIES") harmless from and against against, any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including attorneys' fees and court costs (collectively, "Claims" INDEMNIFIED CLAIMS"), arising or resulting from (defined belowa) arising out of any occurrence at the Premises following the date Landlord delivers all or in connection with the use any portion of the Premises or the Building by to Tenant, unless caused by any of Tenant's Employees, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct of Tenant's business, any activity, work or things done, permitted or allowed by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the gross negligence or willful misconduct of Landlord or Landlordits agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant's Employees agents, employees, contractors, subtenants, assignees, licensees or with respect to claims to acts or omissions within the extent such claims are covered Premises only, Tenant's invitees (collectively, "TENANT PARTIES"); (c) the use of the Premises and conduct of Tenant's business by insurance carried Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises or elsewhere in the Project; and/or (or required d) any default by Tenant of any obligations on Tenant's part to be carried) by Landlord pursuant to performed under the terms of this Lease. As used herein, Lease or the term "Claims" means terms of any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for contract or agreement to which Tenant is obligated to defend Landlord under a party or by which it is bound, affecting this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' feesLease or the Premises. The provisions foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or its mortgagee has or should have knowledge or notice of this Paragraph 12.1 the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall survive defend the expiration or sooner termination of this Leasesame at Tenant's expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld, provided Landlord hereby approves any counsel engaged by Tenant's insurance carrier.

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ and expense indemnify, defend, protect, indemnify, and hold harmless the Landlord and Landlord's agents, contractors, licensees, employees, directors, officers, partners, lenders, trustees and invitees (collectively, the "Landlord's Employees") harmless Parties from and against any and all "Claims" (defined below) arising out of or in connection with the use of the Premises or the Building by Tenantloss, by any of Tenant's Employeesdamage, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below)claims, the conduct of Tenant's businessactions, any activitycost, work or things done, permitted or allowed by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease expense and liability (including without limitation obligations to comply court costs and reasonable attorneys’ fees) incurred in connection with Legal Requirements)or arising from any cause in, on or about the Premises, any wilful misconduct violation of any of the requirements, ordinances, statutes, regulations or negligent act other laws, including, without limitation, any environmental laws, any acts, omissions or omission negligence of Tenant or of any person claiming by, through or under Tenant's Employees; provided, however, that the terms or of the foregoing indemnity shall not apply to contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the negligence Project, either prior to, during, or willful misconduct after the expiration of Landlord or Landlord's Employees or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms of this Lease. As used herein, the term "Claims" means any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rightsTerm. Should Landlord be named as a defendant in any suit involving a Claim for which brought against Tenant is obligated to defend Landlord under this Paragraph 14.1in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord Landlord's its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers'’, accountants' ’ and attorneys' ’ fees. Further, Tenant’s agreement to indemnify Landlord pursuant to this Section 10.1 is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease, to the extent such policies cover the matters subject to Tenant’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Paragraph 12.1 Section 10.1 shall survive the expiration or sooner termination of this LeaseLease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

Tenant’s Indemnification of Landlord. Tenant agrees to indemnify, hold harmless, and defend Landlord from and against any losses, costs, damages, liens, and expenses (including, without limitation, attorneys’ fees with counsel selected by Landlord, except in the event of insurance coverage providing for such counsel, in which case Landlord shall at its sole cost ------------------------------------ and expense defendreasonably approve the same) occasioned by, protectarising out of and/or relating to: (a) Tenant’s use, maintenance, control, and/or occupancy of the Leased Premises; (b) Tenant’s use, maintenance, control, and/or occupancy, whether permitted or not, of any other property owned and/or controlled by Landlord; and/or (c) any breach or default in the performance by Tenant under this Lease. Tenant agrees to defend (with counsel selected by Landlord, except in the event of insurance coverage providing for such counsel, in which case Landlord shall reasonably approve the same), indemnify, and hold harmless Landlord from and Landlord's against any claim, order, decree, judgment, action, suit, cost, fine, fee, penalty or other expense or liability, and will perform all investigation, cleanup or remedial or responsive actions required under any environmental laws, regulations, rules, orders, and/or directives whatsoever arising from the handling, use, storage or disposal of any materials at, on, under or around the Leased Premises on and/or following the Execution Date. For purposes of this section, the term “Tenant” shall refer to Tenant and/or any entity or person, occupying, acting, holding, or claiming by, through, for or under Tenant, including, without limitation, Tenant’s employees, agents, contractors, servants, guests, customers, clients, representatives, invitees, and licensees, employeesbut specifically excluding Landlord and any entity or person occupying, directorsacting, officers, partners, lenders, trustees and invitees (collectively, the "Landlord's Employees") harmless from and against any and all "Claims" (defined below) arising out of or in connection with the use of the Premises or the Building by Tenant, by any of Tenant's Employeesholding, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below)claiming by, the conduct of Tenant's businessthrough, any activityfor or under Landlord, work or things doneincluding, permitted or allowed by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord's Employees or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms of this Lease. As used herein, the term "Claims" means any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers'Landlord’s employees, accountants' agents, servants, guests, customers, clients, representatives, invitees, and attorneys' feeslicensees. The provisions of this Paragraph 12.1 indemnification, defense, and hold harmless obligations and liabilities undertaken hereunder shall survive the expiration or sooner earlier termination of this Lease.

Tenant’s Indemnification of Landlord. Tenant shall at agrees that its sole cost ------------------------------------ and expense defend, protect, indemnify, will indemnify and hold and save Landlord whole and Landlord's harmless of, from and against (i) all fines, suits, loss, cost, liability, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder and (ii) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, licenseespatrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, directorscontractors, officerspatrons, partnersguests, lenderslicensees or invitees of any law, trustees ordinance or governmental order of any kind or of any of the Rules and invitees Regulations included in this Lease (collectivelyas such Rules and Regulations may hereafter at any time or from time to time be amended or supplemented), the "Landlord's Employees") harmless or when any such injury or damage may in any other way arise from and against any and all "Claims" (defined below) arising or out of the occupancy or in connection with the use of the Premises or the Building by Tenant, by any of Tenant's Employeesits agents, servants, employees, contractors, patrons, guests, licensees or by any member invitees of the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct Premises. Such indemnification of Tenant's business, any activity, work or things done, permitted or allowed Landlord by Tenant shall be effective even though such damage or injury may result in whole or about in part from the Premises or the Building, the nonobservance or nonperformance by Tenant negligence of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity Landlord but shall not apply be effective to the extent such damage or injury results from the gross negligence or willful misconduct of Landlord. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or Landlord's Employees against Tenant or relating to this Lease or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms of this Lease. As used hereinPremises, the term "Claims" means any then Tenant shall and will pay all actionscosts and expenses, agreements, including attorneys' fees, causes of action, claims, contracts, ’ fees and court costs, covenants, damages, debts, demands, incurred by or imposed upon Landlord by virtue of any such litigation and the amount of all such costs and expenses, judgmentsincluding attorneys’ fees and court costs, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord shall be named as a defendant in any suit involving a Claim for which paid by Tenant is obligated to defend Landlord under this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred upon demand, plus a penalty charge in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions an amount equal to five percent (5%) of this Paragraph 12.1 shall survive the expiration or sooner termination of this Leasecost then due.

Tenant’s Indemnification of Landlord. Subject to Section 7.2 below, Tenant shall at its sole cost ------------------------------------ be liable for, and expense shall indemnify, defend, protect, indemnify, protect and hold Landlord and Landlord's agents’s members, contractorspartners, licenseesofficers, directors, shareholders, employees, directorsagents, officerssuccessors and assigns, partnersharmless for, lendersfrom and against, trustees any and invitees all claims, damages, judgments, suits, causes of action, losses, liens, liabilities and expenses, including attorneys’ fees and court costs (collectively, the "Landlord's Employees") harmless from and against any and all "“Indemnified Claims" (defined below) arising out of or in connection with the use of the Premises or the Building by Tenant, by any of Tenant's Employees, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below”), arising or resulting from (a) any occurrence at the conduct of Tenant's businessParking Premises, any activity, work or things done, permitted or allowed unless caused by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord's Employees its agents, employees or to claims to the extent such claims are contractors and not covered by insurance carried (or required to be carriedcarried by Tenant hereunder, (b) any act or omission of Tenant or any of Tenant’s agents, employees, contractors, subtenants, assignees, licensees or invitees (collectively, “Tenant Parties”); (c) the use of the Parking Premises and conduct of Tenant’s business by Landlord pursuant Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Parking Premises; and/or (d) any default by Tenant of any obligations on Tenant’s part to be performed under the terms of this Lease. As used herein, Parking Lot Lease or the term "Claims" means terms of any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for contract or agreement to which Tenant is obligated to a party or by which it is bound, affecting this Parking Lot Lease or the Parking Premises. In case any action or proceeding is brought against Landlord or Landlord’s members, partners, officers, directors, shareholders, employees, agents, successors and assigns by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend Landlord under this Paragraph 14.1the same at Tenant’s expense by counsel approved in writing by Landlord, Tenant which approval shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions of this Paragraph 12.1 shall survive the expiration not be unreasonably withheld or sooner termination of this Leasedelayed.

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ and expense defendwill indemnify, protect, indemnifydefend, and hold harmless Landlord and Landlord's agents, contractors, licensees, employees’s partners, directors, officers, partnersemployees, shareholders, lenders, trustees agents, contractors, and invitees each of their respective successors and assigns (collectivelyindividually and collectively “Landlord Indemnitees”) from all claims, the "Landlord's Employees"judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses, and expenses arising (directly or indirectly) harmless from and against any and all "Claims" (defined below) arising out as a result of or in connection with Tenant’s or Tenant’s employees, agents, customers, visitors, invitees, licensees, contractors, designees, or subtenant’s Tenant’s employees, agents, customers, visitors, invitees, licensees, contractors, designees, or subtenant’s (“Tenant’s Parties) breach of any prohibition or provision of Section 12, or the use presence of any Hazardous Materials on or under the Premises during the Term or any Hazardous Materials that migrate from the Building by TenantPremises to other properties, by any as a result (directly or indirectly) of Tenant's Employees’s or Tenant’s Parties’ activities, or by any member of failure to act where Tenant had a duty to act, on or in connection with the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct of Tenant's business, any activity, work or things done, permitted or allowed Premises. This obligation by Tenant in or about the Premises or the Buildingto indemnify, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements)protect, or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord's Employees or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms of this Lease. As used herein, the term "Claims" means any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, ordersdefend, and rights. Should hold harmless Landlord be named as a defendant in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1Indemnities includes, Tenant shall pay to Landlord Landlord's without limitation, costs and expenses incurred for or in such suitconnection with any investigation, including without limitationcleanup, its actual professional fees such as appraisers'remediation, accountants' monitoring, removal, restoration, or closure work required by the Agencies because of any Hazardous Materials present on, under, or about the Premises; the costs and attorneys' expenses of restoring, replacing, or acquiring the equivalent of damaged natural resources if required under any environmental law; all foreseeable consequential damages; all reasonable damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises; all reasonable sums paid in settlement of claims; reasonable attorney fees; litigation, arbitration, and administrative proceeding costs; and reasonable expert, consultant, and laboratory fees. The provisions Neither the written consent of this Paragraph 12.1 shall Landlord to the presence of Hazardous Materials on or under the Premises, nor the strict compliance by Tenant with all environmental laws, will excuse Tenant from the indemnification obligation. This indemnity will survive the expiration or sooner termination of this Lease.

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ be liable for, and expense shall indemnify, defend, protect, indemnify, protect and hold Landlord and Landlord's agentsmembers, contractorspartners, licenseesofficers, directors, shareholders, employees, directorsagents, officers, partners, lenders, trustees successors and invitees assigns (collectively, the "Landlord's EmployeesLANDLORD INDEMNIFIED PARTIES") harmless from and against against, any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including attorneys' fees and court costs (collectively, "Claims" INDEMNIFIED CLAIMS"), arising or resulting from (defined belowa) arising out of any occurrence at the Premises following the date Landlord delivers all or in connection with the use any portion of the Premises or the Building by to Tenant, unless caused by any of Tenant's Employees, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct of Tenant's business, any activity, work or things done, permitted or allowed by Tenant in or about the Premises or the Building, the nonobservance or nonperformance by Tenant of any of its obligations under the terms of this Lease (including without limitation obligations to comply with Legal Requirements), or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlordits agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant's Employees agents, employees, contractors, subtenants, assignees, licensees or with respect to claims to acts or omissions within the extent such claims are covered Premises only, Tenant's invitees (collectively, "TENANT PARTIES"); (c) the use of the Premises and Common Areas and conduct of Tenant's business by insurance carried Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises, the Building or elsewhere in the Project; and/or (or required d) any default by Tenant of any obligations on Tenant's part to be carried) by Landlord pursuant to performed under the terms of this LeaseLease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises. As used herein, the term "Claims" means Tenant shall in no event be liable to Landlord for any consequential damages or for loss of revenue or income and Landlord waives any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, claims for any such damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or its mortgagee has or should have knowledge or notice of this Paragraph 12.1 the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall survive defend the expiration or sooner termination of this Leasesame at Tenant's expense by counsel reasonably acceptable to Landlord.

Tenant’s Indemnification of Landlord. Except to the extent caused by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors, Tenant shall at its sole cost ------------------------------------ be liable for, and expense shall indemnify, defend, protect, indemnify, protect and hold Landlord and Landlord's ’s members, partners, officers, directors, shareholders, employees, agents, successors and assigns (collectively, “Landlord Indemnified Parties”) harmless from and against, any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including attorneys’ fees and court costs (collectively, “Indemnified Claims”), arising or resulting from (a) any occurrence at the Premises following the date Landlord delivers all or any portion of the Premises to Tenant, (b) any act or omission of Tenant or any of Tenant’s agents, employees, contractors, licenseessubtenants, employeesassignees, directors, officers, partners, lenders, trustees and licensees or invitees (collectively, the "Landlord's Employees"“Tenant Parties”); (c) harmless from and against any and all "Claims" (defined below) arising out of or in connection with the use of the Premises or the Building by Tenant, by any of Tenant's Employees, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below), the and Common Areas and conduct of Tenant's business’s business by Tenant or any Tenant Parties, or any other activity, work or things thing done, permitted or allowed suffered by Tenant or any Tenant Parties, in or about the Premises or the BuildingPremises, the nonobservance Building or nonperformance elsewhere in the Project; and/or (d) any default by Tenant of any of its obligations on Tenant’s part to be performed under the terms of this Lease (including without limitation obligations or the terms of any contract or agreement to comply with Legal Requirements)which Tenant is a party or by which it is bound, affecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any wilful misconduct loss of, or negligent act damage to, any property on the Premises, or omission of Tenant on adjoining sidewalks, streets or Tenant's Employees; providedways, howeveror connected with the use, that the terms condition or occupancy thereof, whether or not Landlord or its mortgagee has or should have knowledge or notice of the foregoing indemnity shall not apply defect or conditions causing or contributing to the negligence such injury, death, loss or willful misconduct of damage. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord's Employees or , shall defend the same at Tenant’s expense by counsel reasonably acceptable to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms of this Lease. As used herein, the term "Claims" means any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1, Tenant shall pay to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions of this Paragraph 12.1 shall survive the expiration or sooner termination of this Lease.

Tenant’s Indemnification of Landlord. Except to the extent caused by the active negligence or willful misconduct of Landlord, its agents, contractors or invitees, Tenant shall at its sole cost ------------------------------------ and expense agrees to indemnify, defend, protect, indemnify, and hold Landlord Landlord, and Landlords employees, agents (including Managing Agent), constituent parties of Landlord's agents, contractorsmembers, licensees, employeesshareholders, directors, officerslenders and affiliates, partners, lenders, trustees and invitees each of their respective successors and assigns (collectively, the individually and collectively "Landlord's EmployeesLandlord Indemnitees") harmless from from: (A) all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses, and against any and all "Claims" expenses arising (defined belowdirectly or indirectly) arising out as a result of or in connection with the use Tenant's or Tenant's Parties' breach of the Premises any prohibition or the Building by Tenantprovision of Section 44, by any or (B) if, as a result (directly or indirectly) of Tenant's Employeesor Tenant's Parties' activities, on or in connection with the arising from any Hazardous Materials located on or under the Premises during the Lease Term or the migration of any Hazardous Materials from the Premises $0 other properties during the Lease Term. This obligation by Tenant to indemnify, protect, defend, and hold harmless Landlord Indemnitees includes, without limitation: costs and expenses incurred for or in connection with any investigation, cleanup, remediation, monitoring, removal, restoration, or closure work required by the Agencies because of any member of the "Tenant's Group" (defined in Paragraph 14.2 below)Hazardous Materials present on, the conduct of Tenant's businessunder, any activity, work or things done, permitted or allowed by Tenant in or about the Premises or the BuildingPremises, the nonobservance costs and expenses of restoring, replacing, or nonperformance acquiring the equivalent of damaged natural resources if required under any Environmental Law; all foreseeable consequential damages; all reasonable damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises; all reasonable sums paid in settlement of claims; reasonable attorney fees; litigation, arbitration, and administrative proceeding costs; and reasonable expert, consultant, and laboratory fees. Neither the written consent of Landlord to Tenant's use, storage or generation of Hazardous Materials on or under the Premises, nor the strict compliance by Tenant of any of its obligations under with all Environmental Laws, will excuse Tenant from the terms of this Lease (including without limitation obligations to comply with Legal Requirements), indemnification obligation. This indemnity will survive the expiration or any wilful misconduct or negligent act or omission of Tenant or Tenant's Employees; provided, however, that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord's Employees or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms termination of this Lease. As used hereinFurther, the term "Claims" means any and all actions, agreements, attorneys' fees, causes of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, ordersif Tenant's performance under this indemnity is deficient, and rights. Should Tenant fails to correct the deficiency within ten (10) days after receipt of written notice from Landlord, Landlord be named as a defendant shall have the right to join and participate in any suit involving a Claim for which legal proceedings or actions affecting the Premises that are initiated in connection with any Environmental Laws. However, if the correction of the deficiency takes longer than ten (10) days, Landlord may join and participate if Tenant is obligated fails to defend Landlord under this Paragraph 14.1, Tenant shall pay commence corrective action within the ten (10) day period and after that diligently proceeds to Landlord Landlord's costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. The provisions of this Paragraph 12.1 shall survive correct the expiration or sooner termination of this Leasedeficiency.

Tenant’s Indemnification of Landlord. Tenant shall at its sole cost ------------------------------------ and expense defend, protect, indemnify, defend and hold harmless Landlord against and Landlord's agents, contractors, licensees, employees, directors, officers, partners, lenders, trustees and invitees (collectively, the "Landlord's Employees") harmless from and against any and all liabilities, claims, causes of action, demands, judgments, losses, damages, liens, orders, governmental directives, penalties, fines, environmental response claims or costs or natural resource damages, attorneys' and consultants' fees, costs and expenses (collectively "Claims" (defined belowLiabilities") arising out of or in connection with the from Tenant's use of the Premises or the Building by Tenant, by any of Tenant's Employees, or by any member of the "Tenant's Group" (defined in Paragraph 14.2 below), the conduct of Tenant's business, its business thereon or from any activity, work or things done, permitted or allowed suffered by the Tenant in or about the Premises, provided, however, unless the Liability is due solely to the negligence of Tenant or its agents, contractors, or employees, this indemnification, defense and hold harmless obligation shall not include any activity, work done, permitted or suffered by the Tenant (1) at the request of Landlord, Stanford University, a government entity or some other third party and which does not arise out of Tenant's use of the Premises or the Buildingconduct of its business thereon, (2) in connection with the Underground Contamination, the nonobservance Remedial Action Plan or nonperformance the RWQCB Orders, as defined in Paragraph 48(a), or (3) performed by any party other than Tenant, its agents, employees, contractors or subtenants not at the request, of Tenant. Tenant shall further indemnify, defend and hold harmless Landlord against and from any and all Liabilities arising from any breach or default in the performance of any obligation of its obligations Tenant's part to be performed under the terms of this Lease (including without limitation obligations to comply with Legal Requirements)Lease, or arising from any wilful misconduct or negligent act act, neglect, fault or omission of Tenant the Tenant, or of its agents or employees. In the event that Tenant's Employees; providedobligation hereunder to defend any Liabilities arises, however, that Tenant upon notice from Landlord shall defend the terms of the foregoing indemnity shall not apply same at Tenant's expense by counsel reasonably satisfactory to the negligence or willful misconduct of Landlord or Landlord's Employees or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Landlord pursuant to the terms of this Lease. As used herein, the term "Claimsresponse" means any and all actionsshall have the same meaning as defined in Section 101 of CERCLA, agreements, attorneys' fees, causes as amended (42 U.S.C. Sec. 9601). Without limiting the generality of action, claims, contracts, costs, covenants, damages, debts, demands, expenses, judgments, lawsuits, liabilities, liens, losses, obligations, orders, and rights. Should Landlord be named as a defendant in any suit involving a Claim for which Tenant is obligated to defend Landlord under this Paragraph 14.1the foregoing, Tenant shall pay indemnify, defend and hold Landlord harmless from any Liabilities arising from, and shall perform (or cause others to perform) all investigation and remediation required by law, any governmental or court order, directive, or injunction or the Ground Lease with respect to any Hazardous Materials released, emitted or discharged by Tenant or its agents, employees, contractors or subtenants; however, this indemnification, defense and hold harmless obligation shall not include any Liabilities or any investigation or remediation in connection with the Underground Contamination, Remedial Action Plan or the RWQCB Orders, as defined and described in Paragraph 48(a). Tenant shall also be responsible for, and shall indemnify, defend and hold Landlord harmless from any Liabilities arising from the migration of Hazardous Materials from the Premises to other property to the extent that the Hazardous Materials in question were released, emitted, or discharged, by Tenant or its agents, employees, contractors or subtenants; however, this indemnification, defense and hold harmless obligation shall not include any Liabilities or any investigation or remediation in connection with the Underground Contamination, Remedial Action Plan, or the RWQCB Orders, as defined and described in Paragraph 48(a). Tenant shall contract directly for removal of its medical, solvent, and tissue waste and other Hazardous Materials used by Tenant on the Premises. Tenant shall have the right to construct the Containment Facility in the Common Area in a location approved by Landlord's costs ; provided that the design, location, and expenses incurred in such suit, operation and use of the Containment Facility shall comply with applicable Law (including without limitationlimitation applicable Palo Alto zoning ordinances, its actual professional fees and all applicable Laws regulating Hazardous Materials storage and handling) and provided that the Containment Facility is permitted by site coverage or floor area restrictions of Palo Alto zoning ordinances. Prior to surrender of the Premises to Landlord, Tenant shall comply with all governmental environmental closure requirements applicable to and arising solely from Tenant's activities on the Premises. Tenant shall provide Landlord with a copy of any closure plan and certificate or other documentation of closure of the Premises prepared by Tenant for submittal to government regulatory agencies pursuant to such as appraisers'requirements. Without limiting the foregoing, accountants' any waste and attorneys' fees. The provisions materials from Landlords demolition of this Paragraph 12.1 shall survive Tenant Improvements or Alterations or other Tenant's Property remaining on the Premises after expiration or sooner termination of this LeaseLease (but excluding any demolition waste from a source other that Tenant) must meet criteria in effect at the date of expiration or termination of this Lease for lawful disposal in a Class 3 (or then equivalent) waste disposal site.