Common use of Tenant’s Indemnification Clause in Contracts

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (i) the use, condition, operation or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (vii) and any accident, injury to or death of persons or loss of damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property, provided the express foregoing indemnification provisions shall not apply to any demand, claim, cause of action caused by the gross negligence or implied invitation willful misconduct of Landlord or its employees or agents (provided that Tenant and any of Tenant’s employees, agents, contractors or invitees shall not be an agent of Landlord); [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at Landlord’s rate of return as provided in the Term Sheet. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by proceeding; provided Tenant may settle on terms acceptable to Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or loss of damage to any item of property occurring at the Leased Propertycontracted for Tenant or its employees, agents or contractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests Tenant shall jointly approve or disapprove any settlement offer in an amount of Tenant $500,000 or more made or accepted in connection with any such action action, suit or proceeding. Tenant may solely approve or disapprove a settlement offer in an amount less than $500,000 made or accepted in connection with any such action, suit or proceeding. All amounts payable to Landlord under this section shall be payable on written demand and any such amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that is brought against Tenant by reason of any such occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding. Tenant's counsel canindemnity under this section does not adequately represent the interests include tortiously intentional acts or gross negligence of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by TenantLandlord.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless LandlordLandlord and HCN (jointly and severally, its agents“Indemnified Party”), any successors or assigns of Indemnified Party, and Indemnified Party’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property Property; [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors; [vii] any obligations, costs or expenses arising under any Permitted Exceptions; and [viii] strictly subject to the express limitations of the terms of §15.12.2, any claim under a Loan Document arising solely from the acts or implied invitation omissions of TenantTenant or Guarantor, including, but not limited to, (a) any claim against HCN under an Indemnity Agreement granted by HCN to Lender; and (viib) and any accidentapplicable make-whole premium payable to Lender as a result of an acceleration of the Loan, injury to or death of persons or loss of damage to any item of property occurring at the Leased Propertyas applicable. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefore by Landlord shall bear interest at Landlord’s rate of return as provided in the Commitment. In case any action, suit or proceeding are not substantially is brought against Tenant by reason of any such occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding. Nothing in this §5.1 shall be construed as requiring Tenant to indemnify Landlord, its agents or employee, with respect to Landlord, its agents or employee gross negligence or willful misconduct or with respect to any claim under the same and that Tenant's counsel cannot adequately represent Loan Documents arising from the interests acts or omissions of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by TenantHCN.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless waives all claims against Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages Security Holders (including consequential damagesdefined in Section 17), losses, liabilities (including strict liabilityLandlord’s managing agent(s), judgments, and expenses their (including, without limitation, attorneys' fees, court costsdirect or indirect) owners, and the costs set forth in Section 9.06beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) incurred in connection with for the following, including if caused by any active or arising frompassive act, omission or neglect of any Landlord Party or by any act or omission for which liability without fault or strict liability may be imposed: (i) any damage to person or property (or resulting from the useloss of use thereof), conditionexcept to the extent such damage is caused by the negligence or willful misconduct of any Landlord Party and not covered by (i.e., operation exceeding the coverage limits) the insurance required to be carried by Tenant hereunder or occupancy of each Leased Property; to the extent such limitation on liability is prohibited by law, or (ii) any activityfailure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, workdefend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or thing doneexpense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or permitted or suffered asserted by Tenant in any third party and arises from (a) any cause in, on or about the Leased Property; Premises, (iiib) any acts, omissionsoccupancy of the Premises by, or any negligence of Tenant or willful misconduct of, Tenant, any person party claiming by, through or under Tenant, their (direct or the contractors, agents, employees, inviteesindirect) owners, or visitors any of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premisestheir respective beneficiaries, including claims alleging breach or violation of such person's civil or legal rights; (v) any breachtrustees, violationofficers, or nonperformance by Tenant or any person claiming under Tenant or the directors, employees, agents, contractors, inviteeslicensees or invitees (including Tenant, the “Tenant Parties”), or visitors of (c) any breach by Tenant or of any representation, covenant or other term contained herein, except to the extent such personClaim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. The foregoing indemnification shall apply regardless of any termactive or passive negligence of the Landlord Parties and regardless of whether liability without fault or strict liability may be imposed upon the Landlord Parties; provided, covenanthowever, or provision of that, with respect to any Landlord Party, Tenant’s obligations under this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; Section shall be inapplicable (vii) any injury or damage to the person, property extent such Claims arise from the negligence or business willful misconduct of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; such Landlord Party and (vii) and any accident, injury to or death of persons or loss of damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially covered by (i.e., exceeding the same and that Tenant's counsel cannot adequately represent coverage limits) the interests of Landlord therein, Landlord shall have insurance required to be carried by Tenant hereunder or (ii) to the right to hire separate counsel in any extent such action or proceeding and the reasonable costs thereof shall be paid for obligations are prohibited by Tenantapplicable Laws.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties during the Term of the Lease; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under during the express or implied invitation Term of Tenantthe Lease; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at on or about any Leased Property during the Term of the Lease; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased PropertyProperty during the Term of the Lease as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions attributable to Tenant; except as may be caused by the negligence or wilful misconduct of Landlord. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (i) the use, condition, operation or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (vii) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby ------------------------ agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition. Nothing herein is intended to have Tenant indemnify or hold harmless Landlord for any actions or failures to act by Landlord, its agents, employees, servants and invitees.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, and court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (from [i) ] the use, condition, operation use or occupancy of each Leased Propertythe Premises by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased PropertyPremises; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantPremises; and (vii) [vi] any construction, alterations, changes or demolition of the Premises performed by or contracted for Tenant or its employees, agents or contractors, excluding, however, any claims and any accident, injury to damages arising from Landlord's negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 20 days after demand therefor by Landlord shall bear interest at the maximum permitted interest rate under applicable law. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding proceeding. Notwithstanding anything in this Lease to the contrary, Tenant shall not indemnify or hold Landlord harmless, nor successors or assigns of Landlord, nor Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, and court costs) resulting from a breach of or default under this Lease, or negligence or misconduct on the reasonable costs thereof shall be paid for by Tenantpart of Landlord, the successors and assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property, provided the express foregoing indemnification provisions shall not apply to any demand, claim, cause of action caused by the gross negligence or implied invitation willful misconduct of Landlord or its employees or agents (provided that Tenant and any of Tenant’s employees, agents, contractors or invitees shall not be an agent of Landlord with respect to this Lease); [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at Landlord’s rate of return as provided in the Term Sheet. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by proceeding; provided Tenant may settle on terms acceptable to Tenant.

Tenant’s Indemnification. Subject to Section 4.07Sections 9.3 and 14.2.2 hereof, and except to the extent caused by the negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction, Tenant hereby agrees to indemnify indemnify, defend, and hold harmless Landlord, its agents, Landlord and employees the Landlord Group (as such term is defined in the Basic Lease Information) from and against (and to reimburse Landlord and the Landlord Group) for any and all demands, claims, causes of actionactions, finessuits, penaltiesproceedings, losses, damages (including including, without limitation, any form of consequential damages), lossesobligations, liabilities (including strict liability)liabilities, judgmentspenalties, fines, costs and expenses (including, without limitation, attorneys' ’ fees, court legal costs, and the other costs set forth in Section 9.06and expenses of defending against any claims, actions, suits, or proceedings) incurred (collectively, “Claims”) arising from, in connection with with, or arising in any manner relating to (or alleged to arise from: , to be in connection with, or to be in any manner related to): (i) the use, condition, operation use or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by the Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant Space or any person claiming under Tenant, portion of the Building or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance Property by Tenant or any person claiming by, through or under Tenant or the employeesTenant, its partners, and their respective officers, agents, contractors, invitees, servants or visitors employees of Tenant or of any such personperson (collectively, “Tenant Parties”), (ii) the acts or omissions of Tenant or any termTenant Party, covenant, or provision (iii) any default of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of by Tenant; and or (viiiv) and any accidentfrom, injury to by or death of persons or loss of damage with regard to any item of property occurring at Colocating Party, regardless Landlord’s negligence. In the Leased Property. If event that any action or proceeding is brought against Landlord, its employees, Landlord or agents any member of the Landlord Group by reason of any such claimClaim, Tenant, Tenant upon notice from Landlord, will Landlord shall defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially at Tenant’s cost and expense by counsel approved by Landlord. Tenant’s obligations under this Section 14.2.1 shall survive the same expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and that Tenant's counsel cannot adequately represent the interests of Landlord thereinBuilding. Notwithstanding any provision to the contrary contained in this Section 14.2, Landlord (aa) nothing contained in this Section 14.2.1 shall have the right be interpreted or used to hire separate counsel in any such action way affect, limit, reduce or proceeding abrogate any insurance coverage provided by any insurer to either Tenant or Landlord; and the reasonable costs thereof (bb) insurable risks and events that are otherwise covered by Section 9.2 or 9.3 of this Lease, and interruptions of services that are otherwise governed by Section 7.6 of this Leases shall be paid for governed by Tenantsaid Sections 9.2, 9.3 and 7.6, respectively, and are, collectively, excluded from the terms of this Section 14.2.1. This indemnity provision shall survive the termination or expiration of this Lease.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred during the Term of the Lease and in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions that Tenant incurs. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition. Notwithstanding the foregoing provisions of this Section 5.01, Tenant shall have no obligation to indemnify Landlord for any Claims arising out of the actions or omissions of Landlord, or Landlord's agents, employees or representatives.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition. Nothing herein is intended to have Tenant indemnify or hold harmless Landlord for any actions or failures to act by Landlord, its agents, employees, servants and invitees.

Tenant’s Indemnification. Subject to Section 4.07Tenant shall be liable for, Tenant hereby agrees to indemnify and shall indemnify, defend, protect and hold Landlord and the Landlord Parties harmless Landlord, its agents, and employees from and against against, any and all demandsclaims, claimsdamages, judgments, suits, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability)and expenses, judgments, and expenses (including, without limitation, attorneys' feesfees and court costs (collectively, court costs"Indemnified Claims"), arising or resulting from (a) any occurrence in the Premises following the date Landlord delivers possession of all or any portion of the Premises to Tenant, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's agents, contractors or employees, (b) any act or omission of Tenant or any of Tenant's Parties; (c) the use of the Premises, the Building and the costs set forth in Section 9.06) incurred in connection with Property and conduct of Tenant's business by Tenant or arising from: (i) the useany of Tenant's Parties, condition, operation or occupancy of each Leased Property; (ii) any other activity, work, work or thing done, or permitted or suffered by Tenant or any of Tenant's Parties, in or about the Leased Premises, the Building or elsewhere on the Property; and/or (iiid) any actsdefault by Tenant as to any obligations on Tenant's part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, omissionsaffecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any injury to, or negligence of Tenant or death of, any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon loss of, or damage to, any property on the Leased Property under Premises, or on adjoining sidewalks, streets or ways, or connected with the express use, condition or implied invitation occupancy thereof, whether or not Landlord or any Landlord Parties has or should have knowledge or notice of Tenant; and (vii) and any accidentthe defect or conditions causing or contributing to such injury, injury to death, loss or death of persons or loss of damage to any item of property occurring at the Leased Propertydamage. If In case any action or proceeding is brought against Landlord, its employees, Landlord or agents any Landlord Parties by reason of any such claimIndemnified Claims, Tenant, upon notice from Landlord, will shall defend the claim same at Tenant's expense with by counsel reasonably satisfactory to approved in writing by Landlord, which approval shall not be unreasonably withheld. In Tenant’s indemnification obligations under this Section 16.2 and elsewhere in this Lease shall survive the event Landlord reasonably determines that its interests expiration or earlier termination of this Lease. Tenant's covenants, agreements and the interests of Tenant indemnification in any such action or proceeding Section 16.1 and this Section 16.2 are not substantially intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the same and that Tenant's counsel cannot adequately represent the interests provisions of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenantthis Lease.

Tenant’s Indemnification. Subject to Section 4.074.07 and other than for circumstances involving Landlord's gross negligence or intentional misconduct, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: (i) the use, condition, operation or occupancy of each Leased Property; (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated incarcerated, held or detained in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (vii) and any accident, injury to or death of persons or loss of damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.'s

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject Tenant shall neither hold nor attempt to Section 4.07hold Landlord or its employees or agents liable for, and Tenant hereby agrees to shall indemnify and hold harmless Landlord, Landlord and its agents, employees and employees agents from and against any and all demands, claims, causes of action, fines, penalties, actual damages (including but specifically excluding consequential damages), lossesliabilities, liabilities (judgments and expenses, including strict liability), judgments, and expenses (including, without limitation, limitation reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: : (ia) the use, condition, operation The use or occupancy or manner of use or occupancy of each Leased Property; the Premises by Tenant, any person claiming under Tenant, and any dog allowed in the Premises; (iib) any Any activity, work, work or thing done, or permitted or suffered by Tenant in or about the Leased Property; (iii) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, Premises or the contractors, agents, employees, invitees, Building; (c) Any negligent act or visitors omission (provided there was a duty to act) of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employeesany contractor, agentsagent, contractorsemployee, invitees, invitee or visitors visitor of Tenant or of any such personperson (collectively “Tenant’s Persons”); (d) Any breach, violation or nonperformance by Tenant or any of Tenant’s Persons of any term, covenant, covenant or provision of this Agreement or any Lease or any law, ordinance, ordinance or governmental requirement of any kind; and (vie) any Any injury or damage to the person, property or business of Tenant or any of Tenant, its employees, agents, contractors, invitees, visitors, ’s Persons or any other person entering upon the Leased Property Premises or the Building under the express or implied invitation of Tenant; and (vii) and except for any accident, injury or damage to or death of persons or loss property which is proximately caused by the willful misconduct or grossly negligent act or omission of damage to Landlord or any item of property occurring at the Leased Propertyits employees. If any action or proceeding is brought against Landlord, Landlord or any of its employees, or agents employees by reason of any such claimclaim for which Xxxxxx has indemnified Landlord, Tenant, upon notice from Landlord, will shall defend the claim same at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section SECTION 4.07, Tenant hereby agrees to indemnify indemnify, defend and hold harmless Landlord, its officers, directors, shareholders, agents, employees, successors and employees assigns, from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section SECTION 9.06) (the "CLAIMS") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased Property; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased Property; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, Tenant its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at on or about the Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to the Leased Property as set forth in SECTION 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employeesofficers, directors, shareholders, employees or agents by reason of any such claimClaim, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of the express Facility performed by or implied invitation of Tenantcontracted for by Tenant or its employees, agents or contractors; and ([vii) ] any obligations, costs or expenses arising under any matters shown on Exhibit B or any other Permitted Encumbrances consented to in writing by Landlord and any accidentTenant but excluding obligations, injury to costs or death of persons expenses arising from [a] Landlord's gross negligence or loss of damage to any item of property occurring at the Leased Propertywillful misconduct, or [b] matters covered by Landlord's title insurance policy. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at Landlord's rate of return as provided in the Commitment. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.074.07 and other than for circumstances involving Landlord's gross negligence or intentional misconduct, Tenant hereby agrees to indemnify shall indemnify, defend, save and hold harmless Landlord, its agents, partners, managers and employees of, from and against any and all demands, claims, causes of action, fines, penalties, damages (including including, but not limited to, incidental and consequential damages), losses, liabilities (including including, but not limited to, strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' feesfees and expenses, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising fromfrom any of the following: (ia) the use, condition, operation or occupancy of each Leased Property, including, but not limited to, the presence of any Dangerous Condition (as described in Section 5.06 below) on any Leased Property; (iib) any activity, work, or thing done, or permitted or suffered by or through Tenant in or about the Leased Property; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such personPerson; (ivd) any claim of any person incarcerated incarcerated, held or detained in the Leased PremisesProperty, including claims alleging breach or violation of such person's civil or legal rights; (ve) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such personPerson, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, rule, regulation or governmental requirement of any kind; (vif) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of Tenant; and (viig) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, partners, managers or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's sole cost and expense with counsel reasonably satisfactory to LandlordLandlord and Tenant. In the event Landlord reasonably determines that its or its employees', partners', managers' or agents' interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord or such persons therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof and expenses thereof, including all attorneys' fees and expenses, shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons any Facility performed by or loss of damage to any item of property occurring at the Leased Propertycontracted for Tenant or its employees, agents or contractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, fees and court costs), and the costs set forth in Section 9.06) incurred in connection with or arising from: (from [i) ] the use, condition, operation use or occupancy of each Leased Property; (the Premises by Tenant or any persons claiming under Tenant, [ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; (Premises, [iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (, [iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) kind including, without limitation, any failure to comply with any applicable requirements under the Americans with Disabilities Act, [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Premises, and [vi] any construction, alterations, changes or demolition of the express Premises performed by or implied invitation of Tenant; and (vii) and any accidentcontracted for Tenant or its employees, injury to agents or death of persons or loss of damage to any item of property occurring at the Leased Propertycontractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 20 days after demand therefor by Landlord shall bear interest at the maximum permitted interest rate under applicable law. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding proceeding. Notwithstanding anything in this Lease to the contrary, Tenant shall not indemnify or hold Landlord harmless, nor successors or assigns of Landlord, nor Landlord's and such successor's and assign's directors, officers, employees and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, and court costs) to the reasonable costs thereof shall be paid for by Tenantextent resulting from a breach of or default under this Lease, or negligence or misconduct on the part of Landlord, the successors and assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents.

Tenant’s Indemnification. Subject to Section 4.07Except for claims arising out of the willful misconduct or gross negligence of Landlord or its authorized representatives, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of the express Facility performed by or implied invitation of Tenantcontracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this Section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements 28 under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or contracted for Tenant or its employees, agents or contractors; provided, however, in no event shall Landlord be indemnified or held harmless if the claim or loss has resulted from the grossly negligent or willful acts or omissions of damage to any item of property occurring at the Leased PropertyLandlord, its employees and agents. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kindkind including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or loss of damage to any item of property occurring at the Leased Propertycontracted for by Tenant or its employees, agents or contractors. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) and [vi] any accidentconstruction, injury to alterations, changes or death demolition of persons the Facility performed by or contracted for by Tenant or its employees, agents or contractors, provided, however, in no event shall Landlord be indemnified or held harmless for items listed in subsections [i] through [vi] if the claim or loss has resulted from the grossly negligent or willful acts of damage to any item of property occurring at the Leased PropertyLandlord, its employees and agents. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of the express Facility performed by or implied invitation of Tenantcontracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at Landlord’s rate of return as provided in the Commitment. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof proceeding. Nothing in this §5.1 shall be paid for by Tenantconstrued as requiring Tenant to indemnify Landlord with respect to Landlord’s own gross negligence or willful misconduct.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.068.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under the express or implied invitation of TenantProperty; and (vii) [vi] any construction, alterations, changes or demolition of the Facility performed by or contracted for by Tenant or its employees, agents or contractors. Provided, however, that Tenant shall have no indemnity obligation with respect to matters, liabilities, obligations, claims, damages, penalties, causes of actions, costs and any accident, injury to expenses caused by Landlord's gross negligence or death of persons or loss of damage to any item of property occurring at the Leased Propertywillful misconduct. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this Section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at the Overdue Rate. In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding and the reasonable costs thereof shall be paid for by Tenantproceeding.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, 3360\019:05/27/04 --LEASE 7 TBARKE\COLUMBIA PACIFIC XXX\XXXXX XXXXXXX reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of the express Facility performed by or implied invitation of Tenantcontracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's ’s expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at five percent (5.00%) per annum above the prime interest rate in effective from time to time as published on the website of the Federal Reserve Board at http:/xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xxxx/x/xxxxx.xxx). In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof proceeding. Nothing in this §5.1 shall be paid for by Tenantconstrued as requiring Tenant to indemnify Landlord with respect to Landlord’s own gross negligence or willful misconduct.

Tenant’s Indemnification. Subject Except to Section 4.07, Tenant hereby agrees to indemnify and hold harmless the extent caused by ------------------------ Landlord, its agents, employees, contractors or representatives, Tenant will indemnify Landlord and its partners and their respective agents and employees from against, and against hold Landlord and its partners and their respective agents and employees harmless from, any and all demands, claims, causes of action, fines, penalties, damages (including without limitation consequential damages), losses, liabilities (including strict liability)liabilities, judgments, and expenses (including, including without limitation, limitation attorneys' fees, fees and court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: : (i1) the use, condition, operation use or occupancy of each Leased Property; the Demised Premises by Tenant or any person claiming under Tenant; (ii2) any activity, work, or thing done, done or permitted or suffered by Tenant in or about the Leased Property; Demised Premises; (iii3) any acts, omissions, or negligence of Tenant or Tenant, any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person; (4) any breach, violation, or nonperformance by all or any one or more of the Tenant Parties of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; or. (vi5) any injury or damage to the person, property property, or business of Tenant, Tenant or its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property Demised Premises under the express or implied invitation of Tenant; and (vii) and any accident, injury to or death of persons or loss of damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, Landlord or its employees, partners or their respective agents or employees by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties (whether such use, condition, operation or occupancy occurred or arose prior to or after the Commencement of this Lease); (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of(i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.0 1(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07, Tenant ------------------------ hereby agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under the express or implied invitation of TenantProperty; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at the on or about any Leased Property; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased Property as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject to Section 4.07Tenant shall be liable for, Tenant hereby agrees to indemnify and shall indemnify, defend, protect and hold Landlord and the Landlord Parties harmless Landlord, its agents, and employees from and against against, any and all demandsclaims, claimsdamages, judgments, suits, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability)and expenses, judgments, and expenses (including, without limitation, attorneys' fees’ fees and court costs (collectively, court costs“Landlord Indemnified Claims”), arising or resulting from (a) any occurrence in the Premises following the date Landlord delivers possession of all or any portion of the Premises to Tenant, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s agents, contractors or employees, (b) any act or omission of Tenant or any of Tenant’s Parties; (c) the use of the Premises, and the costs set forth in Section 9.06) incurred in connection with conduct of Tenant’s business by Tenant or arising from: (i) the useany of Tenant’s Parties, condition, operation or occupancy of each Leased Property; (ii) any other activity, work, work or thing done, or permitted or suffered by Tenant or any of Tenant’s Parties, in or about the Leased PropertyPremises; and/or (iiid) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance Default by Tenant or as to any person claiming obligations on Tenant’s part to be performed under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision terms of this Agreement or any Lease or any lawdefault by Tenant under the terms of any other contract or agreement to which Tenant is a party or by which it is bound, ordinanceaffecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any injury to, or governmental requirement of death of, any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon loss of, or damage to, any property on the Leased Property under Premises, or on adjoining sidewalks, streets or ways, or connected with the express use, condition or implied invitation occupancy thereof, whether or not Landlord or any Landlord Parties has or should have knowledge or notice of Tenant; and (vii) and any accidentthe defect or conditions causing or contributing to such injury, injury to death, loss or death of persons or loss of damage to any item of property occurring at the Leased Propertydamage. If In case any action or proceeding is brought against Landlord, its employees, Landlord or agents any Landlord Parties by reason of any such claimLandlord Indemnified Claims, Tenant, upon notice from Landlord, will shall defend the claim same at Tenant's ’s expense with by counsel reasonably satisfactory to approved in writing by Landlord, which approval shall not be unreasonably withheld. In Tenant’s indemnification obligations under this Section 16.2 and elsewhere in this Lease shall survive the event Landlord reasonably determines that its interests expiration or earlier termination of this Lease. Tenant’s covenants, agreements and the interests of Tenant indemnification in any such action or proceeding Section 16.1 and this Section 16.2 are not substantially intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the same and that Tenant's counsel cannot adequately represent the interests provisions of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenantthis Lease.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold -------------------------- harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord's and such successor's and assign's directors, officers, employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and the costs set forth in Section 9.06) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; ([iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) ] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant Ten ant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of the express Facility performed by or implied invitation of Tenantcontracted for by Tenant or its employees, agents or contractors; and ([vii) and ] any accidentobligations, injury to costs or death of persons or loss of damage to expenses arising under any item of property occurring at the Leased PropertyPermitted Exceptions. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event All amounts payable to Landlord reasonably determines that its interests under this section shall be payable on written demand and the interests of Tenant in any such action amounts which are not paid within 10 days after demand therefor by Landlord shall bear interest at five percent (5.00%) per annum above the prime interest rate in effective from time to time as published on the website of the Federal Reserve Board at http:/wxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xxxx/xxxxxxx.xxx). In case any action, suit or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests is brought against Tenant by reason of Landlord therein, Landlord shall have the right to hire separate counsel in any such action occurrence, Tenant shall use its commercially reasonable efforts to defend such action, suit or proceeding and the reasonable costs thereof proceeding. Nothing in this 5.1 shall be paid for by Tenantconstrued as requiring Tenant to indemnify Landlord with respect to Landlord's own gross negligence or willful misconduct.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby indemnifies and agrees to indemnify and hold harmless Landlord, its agentsany successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees, court costs, and the costs set forth in Section 9.06§8.7) incurred in connection with or arising from: ([i) ] the use, condition, operation use or occupancy of each the Leased PropertyProperty by Tenant or any persons claiming under Tenant; ([ii) ] any activity, work, or thing done, or permitted or suffered by Tenant in or about relating to the Leased Property; ([iii) ] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim person in respect of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rightsProperty; (v) [iv] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind, in each case in connection with the Leased Property, including, without limitation, any failure to comply with any applicable requirements under the ADA; (vi) [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property under Property; [vi] any construction, alterations, changes or demolition of a Facility performed by or contracted for by 1.1 if and to the express extent that the liability otherwise to be indemnified results, in whole or implied invitation part, from any breach of Tenant; and (vii) and Landlord’s obligations hereunder or any accidentfraud, injury to gross negligence or death willful misconduct on the part of persons or loss of damage to any item of property occurring at the Leased Property. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant.

Tenant’s Indemnification. Subject to Section 4.07, Tenant hereby ------------------------ agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) (the "Claims") incurred in connection with or arising from: (ia) the use, condition, operation or occupancy of each the Leased PropertyProperties during the Term of the Lease; (iib) any activity, work, or thing done, or permitted or suffered by Tenant in in, on or about the Leased PropertyProperties; (iiic) any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (vd) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, representation, warranty, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vie) any injury or damage to the person, property or business Business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the any Leased Property under during the express or implied invitation Term of Tenantthe Lease; and (viif) and any accident, injury to or death of persons or loss of or damage to any item of property occurring at on or about any Leased Property during the Term of the Lease; (g) any Environmental Law or any pollution or other threat to human health or the environment at, arising out of or relating to any Leased PropertyProperty during the Term of the Lease as set forth in Section 5.05, and (h) any brokers' or agents' fees and commissions attributable to Tenant; except as may be caused by the negligence or wilful misconduct of Landlord. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such demand, claim, or cause of action, Tenant, upon notice from Landlord, will defend the claim same at Tenant's expense with counsel reasonably satisfactory to Landlord. In the event Landlord reasonably determines that its interests and the interests of Tenant in any such action or proceeding are not substantially the same and that Tenant's counsel cannot adequately represent the interests of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenant. Tenant's indemnification obligations with respect to a Claim shall survive the expiration or earlier termination of this Lease until the later of (i) two (2) years from the date hereof, or (ii) the expiration of the period ninety (90) days after the date on which Landlord has actual knowledge of the existence of such Claim, provided, however, that Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease until ninety (90) days after the expiration of the applicable statute of limitations for Claims incurred in connection with, arising out of, or related to (i) Section 5.01(g) or (ii) the failure to pay, as provided for in this Agreement, any Imposition.

Tenant’s Indemnification. Subject Except to Section 4.07the extent arising from the negligence or willful misconduct of Landlord or Landlord’s agents, contractors or employees, Tenant hereby agrees to indemnify shall be liable for, and shall indemnify, defend, protect and hold Landlord and the Landlord Parties harmless Landlord, its agents, and employees from and against against, any and all demandsclaims, claimsdamages, judgments, suits, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability)and expenses, judgments, and expenses (including, without limitation, attorneys' fees’ fees and court costs (collectively, court costs“Indemnified Claims”), arising or resulting from (a) any occurrence in the Premises following the date Landlord delivers possession of all or any portion of the Premises to Tenant, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s agents, contractors or employees, (b) any act or omission of Tenant or any of Tenant’s Parties; (c) the use of the Premises, the Building and the costs set forth in Section 9.06) incurred in connection with Property and conduct of Tenant’s business by Tenant or arising from: (i) the useany of Tenant’s Parties, condition, operation or occupancy of each Leased Property; (ii) any other activity, work, work or thing done, or permitted or suffered by Tenant or any of Tenant’s Parties, in or about the Leased Premises, the Building or elsewhere on the Property; and/or (iiid) any actsdefault by Tenant as to any obligations on Tenant’s part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, omissionsaffecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any injury to, or negligence of Tenant or death of, any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person; (iv) any claim of any person incarcerated in the Leased Premises, including claims alleging breach or violation of such person's civil or legal rights; (v) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Agreement or any Lease or any law, ordinance, or governmental requirement of any kind; (vi) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon loss of, or damage to, any property on the Leased Property under Premises, or on adjoining sidewalks, streets or ways, or connected with the express use, condition or implied invitation occupancy thereof, whether or not Landlord or any Landlord Parties has or should have knowledge or notice of Tenant; and (vii) and any accidentthe defect or conditions causing or contributing to such injury, injury to death, loss or death of persons or loss of damage to any item of property occurring at the Leased Propertydamage. If In case any action or proceeding is brought against Landlord, its employees, Landlord or agents any Landlord Parties by reason of any such claimIndemnified Claims, Tenant, upon notice from Landlord, will shall defend the claim same at Tenant's ’s expense with by counsel reasonably satisfactory to approved in writing by Landlord, which approval shall not be unreasonably withheld. In Tenant’s indemnification obligations under this Section 16.2 and elsewhere in this Lease shall survive the event Landlord reasonably determines that its interests expiration or earlier termination of this Lease. Tenant’s covenants, agreements and the interests of Tenant indemnification in any such action or proceeding Section 16.1 and this Section 16.2 are not substantially intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the same and that Tenant's counsel cannot adequately represent the interests provisions of Landlord therein, Landlord shall have the right to hire separate counsel in any such action or proceeding and the reasonable costs thereof shall be paid for by Tenantthis Lease.