Common use of Tenant’s Indemnity Clause in Contracts

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, and hold harmless Landlord, Landlord's Mortgagee, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) Tenant shall indemnify, forever defend, completely indemnify and hold harmless Landlord, Landlord's Mortgageeits mortgagees, the manager of the property, affiliates and their respective officers, directors, beneficiaries, shareholders, membersofficers, partnersmanagers and agents (the "Landlord Indemnitees") from and against, agents and employees from shall reimburse Landlord and the Landlord Indemnitees for, any and all liabilities, losses, costs, damages, demands) fines, expenses (including, without limitation. attorneys' fees and costs), suits, proceduresjudgments, injunctive relief, claims, injuries to person, property or natural resources, actions or causes of action arising in connection with the release of any Hazardous Materials, whether foreseeable or unforeseeable, known or unknown, material or immaterial, resulting from Tenant's or its agent's, employee's, invitee's, sublessee's or licensee's actions or inactions (collectively "Tenant's Hazardous Materials"). The foregoing indemnity includes, without limitation: (A) all costs of removal, remediation of any kind and actions disposal of every kindHazardous Materials; (B) all costs of determining whether the Development is in compliance, and of causing the Development to be in compliance, with all applicable federal, state or local laws, rules, ordinances or regulations governing Hazardous Materials all costs associated therewith (including attorneys' and consultants' fees) with claims for damages to persons, property or natural resources arising out of or in any way connected with any deposit, spill, discharge, or other from a release of hazardous substances that occurs during Hazardous Materials by Tenant, its agents, employees, sublessees or licensees or invitees; and (D) Landlord's or the term Landlord's indemnitees attorneys and consultants fees and costs arising from or related to a violation of this Section or release of Hazardous Materials by Tenant, its agents, employees. sublessees or licensees or invitees. The indemnities of Tenant hereunder shall survive the termination of this Lease. The rights of Landlord hereunder shall be in addition to any other rights and remedies of Landlord at law, in equity or by statute or contained herein Tenant shall promptly report to and notify Landlord of the existence release or threatened release of Hazardous Materials upon or at the Development once known by Tenant and shall provide Landlord access to the Development, subject to the requirements of Section 11.1, at all reasonable times for the purpose of inspecting and/or testing the Development for Hazardous Substances and or the removal of Hazardous Substances from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawsDevelopment. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. Tenant shall not do or permit any act or thing to be done upon the Premises or the Excluded Areas which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any Requirement, and shall exercise such control over the Premises as to fully protect Landlord against any such liability. To the extent not reimbursed from insurance proceeds under insurance obtained by Tenant at its sole cost and expense in which the Indemnitees are named as additional insureds, Tenant shall indemnify and save the Indemnitees harmless from and against (A) all claims of whatever nature against the Indemnitees to the extent arising from any (1) negligent or unlawful act or omission of Tenant, its contractors, licensees, agents, servants, employees, invitees, customers or visitors or (2) violation by Tenant shall indemnifyof any Requirement, defendincluding, without limitation, the ADA, and (B) all claims against the Indemnitees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises or arising from the operation of Tenant's business in the Premises, except to the extent such accident, injury or damage results from the negligence or willful misconduct of Landlord or any Indemnitee. This indemnity and hold harmless Landlordagreement shall include indemnity from and against any and all liability, Landlord's Mortgagee, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, proceduresdemands, claimscosts and expenses of any kind or nature (including, without limitation, attorneys' fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawsdefense thereof. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, and hold harmless and defend Landlord and Landlord, Landlord's Mortgagee, the manager of the property, and their respective ’s officers, directors, beneficiariesshareholders, shareholderspartners, members, partnersmanagers, employees, contractors, property managers, agents and employees mortgagees and other lien holders, from and against any and all “Losses” (hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant’s Parties of any of the requirements, ordinances, statutes, regulations or other laws referred to in this Article 10, including, without limitation, the Environmental Laws; (b) any breach of the provisions of this Article 10 by Tenant or any of Tenant’s Parties; or (c) any Hazardous Use on, about or from the Leased Premises of any Hazardous Material approved by Landlord under this Lease. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (whether consequential, direct or indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord’s interest in the Leased Premises or the Complex, damages for the loss or restriction on use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in the Complex, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, proceduresadministrative proceedings, claimscosts and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and actions the costs of every kindcleanup, remediation, removal and all costs associated therewith (including attorneys' and consultants' fees) arising out of or restoration, that are in any way connected with related to any deposit, spill, discharge, or other release of hazardous substances that occurs during matter covered by the term of this Lease, at or from the Demised Premises, or which arises at any time from foregoing indemnity. Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities ’s indemnity under this Section 34.04 shall survive the expiration 10.4 will not be applicable for any Losses due to (i) a release of this Leaseany Hazardous Material by Landlord or any of its employees, agents or contractors, or (ii) a release of any Hazardous Material by any other party other than Tenant or any of Tenant’s Parties.

Tenant’s Indemnity. (Aa) Except for Hazardous Substances released by Landlord or migrating onto the Premises from another property, the Building or Lot, whether such release or migration occurred before the Lease Commencement Date or afterwards, Tenant shall indemnify, defend, and hold harmless Landlord, Landlord's Mortgagee, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents agents, and employees from all fines, suits, proceduresproceedings, claims, and actions of every kind, and all costs associated therewith (including attorneys' ’ and consultants' ’ fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances Hazardous Substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's ’s use or occupancy of the Demised Premises, or from Tenant's ’s failure to provide any all information, make all submissions, and take all steps required by all Authorities under the other environmental Laws and all other environmental lawslaws or regulations. (Bb) Landlord Tenant’s obligations and liabilities under this subparagraph 18.4 shall survive the expiration of this Lease. (c) Lenant shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents agents, and employees from all fines, suits, proceduresproceedings, claims, and actions of every kind, and all costs associated therewith (including attorneys' ’ and consultants' ’ fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances Hazardous Substances that occurred prior to Tenant's occupancy the term of this Lease, at or from the Demised Premises, Building or Lot, or which arose arises at any time prior to Tenant's from Landlord’s use or occupancy of the Demised Premises, Building or Lot, or from Landlord's ’s failure to provide any all information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawslaws or regulations. LANDLORD: FOURTEEN HURON DRIVE, LLC By: /s/ Xxxx Xxxx Xxxx Xxxx, Manager TENANT: ALLURION TECHNOLOGIES, INC. By: /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx, Chief Excutive Officer At the Landlord’s sole expense, Landlord will provide the following Tenant Improvements in the timeframes noted below. See Exhibit B-1 for diagram where noted: Prior to Occupancy: 1. Remove the carpeting in area “C” and apply a standard commercial floor paint (such as for a basement or garage). 2. Paint interior walls (color choice to be mutually agreed) 3. Replacement of any noticeably stained ceiling tiles. 4. Clean interior and exterior of windows. 5. Outdoor cleanup including power-washing of facade, repair/painting of foundation and concrete if necessary, and light landscaping (grass overseeding etc). Within three months of Occupancy (see Exhibit B-1 diagram): 6. Extend existing exit hallway through area “B” to connect to room “C.” New wall will separate room “A” from exit hallway. Provide double-wide entry doors connecting exit hallway to rooms “A” and “C) Landlord's ” (marked as circles on diagram). 7. Provide three power extensions and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration outlets, each supporting a minimum 30 amps of this Lease240 volt / 3-phase power supply to room “A”. 8. Provide work sink in area “D”

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, and hold harmless Landlord, Landlord's ’s Mortgagee, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' ’ and consultants' ’ fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's ’s use or occupancy of the Demised Premises, or from Tenant's ’s failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's ’s Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' ’ and consultants' ’ fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's ’s occupancy of the Demised Premises, or which arose at any time prior to Tenant's ’s use or occupancy of the Demised Premises, or from Landlord's ’s failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's ’s and Tenant's ’s obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (Aa) Tenant shall indemnify, defend, and hold harmless Landlord, Landlord's MortgageeOwner, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents agents, and employees from all fines, suits, procedures, claims, claims and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances Hazardous Substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any all information, make all submissions, and take all steps required by all Authorities under the Laws laws and all other environmental laws. (Bb) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 Paragraph (4) shall survive the expiration of this Lease. 32 Exhibit "E" LANDLORD'S SUBORDINATION STATE OF TEXAS ) KNOWN ALL MEN BY THESE PRESENTS: COUNTY OF HARRXX ) In consideration of Ten Dollars ($10.00) and other good and valuable considerations to us in hand paid by (name of mortgagee), of (address of mortgagee), Houston, Texas, ("Mortgagee") does hereby agree as follows: I. Landlord does hereby subordinate its Landlord Liens whether contractual or statutory, in favor of a security interest in favor of the Mortgagee dated (month/day/year), covering the following described property: (address of leased premises, and property description) the foregoing equipment (the "Equipment") now being located on the aforesaid premises which are leased to packaged Ice, Inc., Tenant herein. II. It is agrees that so long as any part of the indebtedness secured by the aforesaid security interest or any renewals or extensions thereof remain unpaid, said security interest shall constitute a superior and prior lien against the Equipment, as against the Landlord's Lien described in Paragraph 1 above. III. It is further understood and agreed that the execution of this subordination is not a waiver of any rights but is only a subordination thereof in favor of the rights of the Mortgagee as specifically granted herein. IV. It is further understood and agreed that in the event foreclosure or repossession of the Equipment becomes necessary, the Mortgagee may enter upon the premises and remove the Equipment during reasonable business hours provided Mortgagee affects such removal without any damage to the premises. Mortgagee shall remain responsible for and agree to promptly repair any damage resulting by such removal.

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, indemnify and hold Landlord harmless Landlordfrom and against all demands, Landlord's Mortgageeloss, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, proceduresliability, claims, expenses, causes of action, fines, penalties and actions damages arising from the construction of every kind, the Building Improvements and all costs associated therewith (including attorneys' and consultants' fees) arising out Ancillary Facilities by Tenant or Tenant’s use of the Premises or in its breach of any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term provision of this Lease, at and from the conduct of Tenant’s business or from any activity, work or things done, permitted or suffered by Tenant in or about the Demised Premises, or which arises at any time from Tenant's use or occupancy arise during the period of construction of the Demised Premises, Building or from Tenant's failure to provide any information, make all submissionsthe Term of the Lease, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, further indemnify and hold harmless Landlord from and against any and all claims arising from the negligence or willful misconduct of Tenant or any of Tenant’s agents, contractors, employees, licensees or invitees and from and against all costs, attorney’s fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, and in case any action or proceeding be brought against Landlord by reason of any such claim, Landlord shall provide Tenant with prompt written notice of such action or proceeding, and Tenant shall have the right to defend the same at Tenant's Mortgagee’s expense. Tenant shall be entitled to timely notice and reasonable cooperation from Landlord, the manager as well as to control of the Demised Premisesdefense and settlement of all such claims. Tenant shall not indemnify and hold Landlord harmless from and against any demands, and their respective officersloss, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, proceduresliability, claims, expenses, causes of action, fines, penalties and actions damages arising from the negligent or wrongful acts, of every kindLandlord, and all costs associated therewith (including attorneys' and consultants' fees) arising out of its employees, contractors, agents, representatives or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawsinvitees. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, protect and defend by counsel reasonably satisfactory to Landlord and hold harmless Landlord and Landlord, Landlord's Mortgagee, the manager of the property, and their respective ’ s officers, directors, beneficiariesshareholders, shareholdersemployees, partners, members, partnerslenders and successors and assigns (collectively, agents the “Indemnified Parties” and employees each, an “Indemnified Party”) from and against any and all fines, suits, procedures, claims, demands, causes of action, judgments, losses, costs, liabilities, damages (including punitive and actions consequential damages) and expenses, including attorneys’ fees and costs (collectively, “Claims”) arising from any cause whatsoever in the Premises, including Claims caused in whole or in part by the act, omission or negligence of every kindthe Indemnified Party (but excluding Claims caused by an Indemnified Party’s willful or criminal misconduct). In addition, Tenant shall further indemnify, protect and defend by counsel r easonably satisfactory to Landlord and hold harmless the Indemnified Parties from and against any and all costs associated therewith Claims arising from (including attorneys' and consultants' feesi) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's ’s use or occupancy of the Demised Premises, the conduct of Tenant’s business or from any activity, work or things done, permitted or suffered by Tenant in or about the Premises, (ii) any breach or default in the performance of any obligation on Tenant's failure ’s part to provide any information, make all submissions, and take all steps required by all Authorities be performed under the Laws and all other environmental laws. terms of this Lease, and/or (Biii) Landlord shall indemnifyany acts, defendomissions or negligence of Tenant or any of Tenant’s agents, and hold harmless contractors, employees or invitees. Tenant, Tenant's Mortgagee, the manager as a material part of the Demised Premisesconsideration to Landlord, hereby assumes all risk of damage to property in, upon or about the Premises arising from any cause; and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from Tenant hereby waives all fines, suits, procedures, claims, and actions claims in respect thereof against Landlord. The provisions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 6.4 shall survive the expiration or earlier termination of this Lease.

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, protect and defend by counsel reasonably satisfactory to Landlord and hold harmless Landlord and Landlord, Landlord's Mortgagee, the manager of the property, and their respective ’ s officers, directors, beneficiariesshareholders, shareholdersemployees, partners, members, partnerslenders and successors and assigns (collectively, agents the “Indemnified Parties” and employees each, an “Indemnified Party”) from and against any and all fines, suits, procedures, claims, demands, causes of action, judgments, losses, costs, liabilities, damages (including punitive and actions consequential damages) and expenses, including attorneys’ fees and costs (collectively, “Claims”) arising from any cause whatsoever in the Premises, including Claims caused in whole or in part by the act, omission or negligence of every kindthe Indemnified Party (but excluding Claims caused by an Indemnified Party’s willful or criminal misconduct). In addition, Tenant shall further indemnify, protect and defend by co unsel reasonably satisfactory to Landlord and hold harmless the Indemnified Parties from and against any and all costs associated therewith Claims arising from (including attorneys' and consultants' feesi) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's ’s use or occupancy of the Demised Premises, the conduct of Tenant’s business or from any activity, work or things done, permitted or suffered by Tenant in or about the Premises, (ii) any breach or default in the performance of any obligation on Tenant's failure ’s part to provide any information, make all submissions, and take all steps required by all Authorities be performed under the Laws and all other environmental laws. terms of this Lease, and/or (Biii) Landlord shall indemnifyany acts, defendomissions or negligence of Tenant or any of Tenant’s agents, and hold harmless contractors, employees or invitees. Tenant, Tenant's Mortgagee, the manager as a material part of the Demised Premisesconsideration to Landlord, and their respective officershereby assumes all risk of damage to property in, directors, beneficiaries, shareholders, members, partners, agents and employees upon or about the Premises arising from any cause; Tenant hereby waives all fines, suits, procedures, claims, and actions claims in respect thereof against Landlord. The provisions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 6.4 shall survive the expiration or earlier termination of this Lease.

Tenant’s Indemnity. (A) To the fullest extent permitted by law, Tenant shall defend (with attorneys reasonably acceptable to Landlord), indemnify, defendprotect, save and hold harmless Landlord, Landlord's Mortgagee, the manager of the propertyits agents, and their respective officersany and all affiliates of Landlord, directorsincluding, beneficiarieswithout limitation, shareholdersany corporations or other entities controlling, memberscontrolled by or under common control with Landlord, partners, agents from and employees from against any and all fines, suits, procedures, claims, and actions of every kindliabilities, and all costs associated therewith (including attorneys' and consultants' fees) or expenses arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised PremisesPremises or the Building, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises or the Building, or from any Default in the performance of any obligation on Tenant's failure part to provide be performed under this Lease, or from any informationact or negligence of Tenant or its agents, make all submissionsemployees, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord visitors, patrons, guests, invitees or licensees; provided Tenant shall have no obligation to indemnify, defend, and save or hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, Landlord for any claims, and actions liabilities, costs or expenses to the extent the same is caused by the negligence or willful misconduct on the part of every kindLandlord, and all costs associated therewith (including attorneys' and consultants' fees) arising or its authorized agents, contractors or employees, or for which Tenant is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Landlord which arise out of of, are occasioned by, or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior attributable to Tenant's 's, its agents, employees, contractors, licensees or invitees use and occupancy of the Demised Premises, Premises or which arose at any time prior to Tenant's use or occupancy of the Demised PremisesBuilding, or from Landlord's failure to provide the conduct of its business or from any informationactivity, make all submissionswork or thing done, and take all steps required permitted or suffered by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant or its agents, employees, invitees or licensees on Tenant's obligations and liabilities part to be performed under this Section 34.04 Lease, or from any act of negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall survive the expiration accept any tender of this Lease.defense for Landlord and shall, notwithstanding any allegation

Tenant’s Indemnity. (A) Except to the extent caused by the negligence or willful misconduct of Landlord, Tenant shall indemnify, defend, indemnify and hold harmless save Landlord, Landlord's Mortgagee’s mortgagee, the manager deed of the propertytrust trustee and beneficiary, and their respective officersLandlord’s agents, contractors, subcontractors, employees, shareholders, directors, beneficiariesofficers, shareholdersaffiliates, memberssubsidiaries, partners, agents successors and employees assigns (“Landlord Related Parties”) harmless from and against all fines, suits, procedurespenalties, claims, and actions of every kindcosts, and all costs associated therewith demands, damages, losses, expenses (including reasonable attorneys' ’ fees), suits or liabilities of whatsoever nature (collectively, “Claims”) brought by third parties and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time arise from Tenant's ’s or its subtenant’s, assignee’s, agent’s, licensee’s, contractor’s, subcontractor’s, concessionaire’s or employee’s (herein, Tenant and such other parties are collectively referred to as the “Tenant Parties”) use or and occupancy of the Demised PremisesPremises and the Building, the conduct of Tenant’s business, any breach or Event of Default by Tenant, or from any other activity, work or thing, act, omission or neglect done, permitted or suffered by Tenant or the Tenant Parties in or about the Premises and the Building (including violations of Governmental Regulations). If any such proceeding is filed by a third party against Landlord or any such indemnified party, Tenant agrees to defend Landlord or such party in such proceeding at Tenant's failure ’s sole cost, by legal counsel reasonably satisfactory to provide Landlord and such indemnified party, if requested by Landlord. In no event shall Tenant be obligated to indemnify Landlord or any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions other parties identified above for any willful or negligent act or omission of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of Landlord or in any way connected with any deposit, spill, discharge, or such other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawsparty. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) Tenant shall indemnify, defendAs between Landlord and Tenant, and hold harmless except to the limited extent otherwise provided in this Section 17.2, Landlord shall not be liable for injury to any person, or for the loss of or damage to any property (including property of Tenant) occurring in or about the Premises from any cause whatsoever. Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises, from any cause whatsoever except that which is caused by the gross negligence or willful misconduct of Landlord or its agents, contracts, or invitees, or the failure of Landlord to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after Tenant has given Landlord written notice of such failure. Tenant hereby indemnifies and holds Landlord harmless, and shall defend Landlord, Landlord's Mortgagee, the manager of the property, from and their respective officers, directors, beneficiaries, shareholders, members, partners, agents against any and employees from all fines, suits, procedures, claims, charges, liabilities, obligations, penalties, causes of action, liens, damages, costs and actions of every kind, and all costs associated therewith expenses (including attorneys' and consultants' ’ fees) arising, claimed, charged or incurred against or by Landlord and arising out of from or in any way connected with any deposit, spill, dischargeconnection with: (a) Tenant’s use or occupancy of, or any activity, work or other release of hazardous substances that occurs thing done, permitted or suffered by Tenant on or about, the Premises, whether before, after or during the term Term, (b) any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease, at or from the Demised Premises(c) any act or omission of Tenant, or which arises at any time from Tenant's use or occupancy of the Demised Premisesofficer, contractor, agent, employee, guest, licensee, or from invitee of Tenant's failure . Such indemnification obligation shall extend to provide any informationall costs, make all submissionsattorneys’ fees, and take all steps required by all Authorities under liabilities incurred in connection with the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager defense of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith any such claim (including attorneys' appeals and consultants' feespetitions for review) arising out of or in any way connected with any deposit, spill, discharge, action or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawsproceeding brought thereon. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, and hold Landlord and Landlord's partners, employees, and agents harmless from and against any and all claims, actions, suits, proceedings, orders, judgments, losses, costs, damages, liabilities, or expenses (including, without limitation, attorneys' fees and costs of investigation, remediation, and/or cleanup) arising in connection with any Hazardous Materials Released by Tenant or any of Tenant's Agents in, on, under, or in the vicinity of the Premises or the Common Area, or any Hazardous Materials shipped thereto or therefrom, by Tenant or any of Tenant's Agents including, without limitation, (a) the investigation or remediation of Hazardous Materials Released by Tenant or any of Tenant's Agents in, on, or under the Premises or Common Area and the removal, transportation, and disposal of contaminated building materials, soils and/or groundwater arising from the remediation of such contamination, whether voluntary or required by any Governmental Authority; (b) ongoing monitoring of any Hazardous Materials contamination Released by Tenant or any of Tenant's Agents in, on, or under the Premises or Common Area, whether voluntary or required by any Governmental Authority; (c) the migration -41- of any Hazardous Materials contamination Released by Tenant or any of Tenant's Agents to nearby properties, (d) personal injury, death, or property damage arising out of the presence of the Hazardous Materials contamination Released by Tenant or any of Tenant's Agents in, on, or under the Premises or Common Area; (e) damage to or loss of use of the Premises or Common Area or the environment or diminution in value of the Premises or Common Area caused by the Release of Hazardous Materials by Tenant or any of Tenant's Agents; and (f) fines, penalties, or other assessments levied against the Premises or Common Area or Landlord as a result of the presence of the Hazardous Materials contamination caused by Tenant or any of Tenant's Agents. The foregoing indemnity shall run to the benefit of Landlord, Landlord's Mortgagee, the manager of the property, and their respective officersits partners, directors, beneficiariesofficers, shareholdersemployees, members, partners, agents and employees from all fines, suits, procedures, claimsagents, and actions successors and assigns, any existing or future lender who extends credit to Landlord, or its successors and assigns, which credit is secured by a mortgage or deed of every kindtrust on the Premises, any person or entity who acquires the interest of Landlord in the Premises (except Tenant), and all costs associated therewith (including attorneys' and consultants' fees) arising out any person who acquires a lender's interest in the Premises, either through foreclosure, deed in lieu of or in any way connected with any deposit, spill, dischargeforeclosure, or other release exercise of hazardous substances that occurs during the term of this Lease, at any rights or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities remedies under the Laws and all other environmental lawsdocuments governing a loan or extension of credit. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) To the fullest extent permitted by law, Tenant shall defend, indemnify, defendprotect, save and hold harmless Landlord, Landlord's Mortgagee, the manager of the propertyits agents, and their respective officersany and all affiliates of Landlord, directorsincluding, beneficiarieswithout limitation, shareholdersany corporations or other entities controlling, memberscontrolled by or under common control with Landlord, partners, agents from and employees from against any and all fines, suits, procedures, claims, and actions of every kindliabilities, and all costs associated therewith (including attorneys' and consultants' fees) or expenses arising out of either before or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during after the term of this Lease, at or from the Demised Premises, or which arises at any time Commencement Date from Tenant's use or occupancy of the Demised Premises, the Building or the Common Areas, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager conduct of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premisesits business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any default in the performance of any obligation on Tenant's part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, visitors, patrons, guests, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord's failure defense in any action covered by this Section through counsel satisfactory to provide Landlord. Except in the event of a conflict of interest between Landlord and Tenant, Landlord agrees that Tenant shall not be responsible for the cost and expense of a separate counsel for Landlord in connection with the foregoing indemnity obligation. Further, in connection with any informationmatter covered by the foregoing indemnity obligations, make all submissionsTenant shall have the right and authority to settle any such matter, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) subject to Landlord's and reasonable approval. Landlord shall cooperate with Tenant's obligations and liabilities under , but at no additional cost or expense to Landlord, in connection with the foregoing defense obligations. The provisions of this Section 34.04 shall expressly survive the expiration or sooner termination of this Lease.

Tenant’s Indemnity. (A) Subject to Article 3, Tenant shall indemnify, defenddefend (with counsel reasonably acceptable to Landlord), protect and hold harmless Landlord, Landlord and each of Landlord's Mortgagee, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents employees, agents, attorneys, successors and employees assigns free and harmless from and against any and all fines, suits, procedures, claims, and actions of every kindliabilities, and all costs associated therewith damages, costs, penalties, forfeitures, losses or expenses (including reasonable attorneys' and consultants' fees) for death or injury to any person or damage to any property whatsoever (including water tables and atmosphere) arising out of or resulting in whole or in part, directly or indirectly, from the release or discharge of Hazardous Materials, in, on, under, upon or from the Premises or the Improvements located thereon or from the transportation or disposal of Hazardous Materials to or from the Premises, to the extent caused by Tenant whether knowingly or unknowingly, the standard herein being one of strict liability. Tenant's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any way connected required or necessary repairs, clean-up or detoxification or decontamination of the Premises or the Improvements pursuant to any applicable Legal Requirements, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, until the Premises are returned to a condition compliant with any depositapplicable Legal Requirements. For purposes of the indemnity provided herein, spill, dischargeany acts or omissions of Tenant, or other release its employees, agents, customers, sublessees, assignees, contractors or sub-contractors of hazardous substances that occurs during Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant; any acts or omissions of Landlord, its employees, agents, customers, assignees, contractors or sub-contractors shall be strictly attributable to Landlord. The foregoing covenants shall survive the term termination of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy right to possession of the Demised PremisesPremises under this Lease, the exxxxxxion or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under earlier termination of the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless TenantTerm, Tenant's Mortgagee, the manager exercise of the Demised Premisespurchase option contained in Article 27, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents the closing and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy delivery of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities deed under the Laws and all other environmental lawspurchase option. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. Except for any injury or damage to persons or property on the Premises that is proximately caused by or results proximately from the gross negligence or willful misconduct of Landlord, neither Landlord nor its affiliates, members, principals, beneficiaries, partners, shareholders, directors, officers, mortgagees, property managers, agents, successors or assigns (Atogether, the “Landlord Related Parties”) shall be liable for, and Tenant shall will and does hereby indemnify, defend, defend and hold harmless Landlord, Landlord's Mortgagee, the manager of the property, Landlord Related Parties against and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all finesliabilities, obligations, suits, proceduresdamages, penalties, claims, costs, charges and actions expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by law), that may be imposed upon, incurred by, or asserted against Landlord or any of every kindthe Landlord Related Parties and arising, and all costs associated therewith (including attorneys' and consultants' fees) arising directly or indirectly, out of or in connection with Tenant’s use, occupancy or maintenance of the Premises or the Commercial Center, including, without limitation, any way connected of the following: (a) any work or thing done in, on or about the Premises or the Commercial Center or any part thereof by Tenant, its employees, agents or invitees; (b) any injury or damage to any person or property; (c) any failure on the part of Tenant to perform or comply with any depositof the covenants, spillagreements, discharge, terms or other release of hazardous substances that occurs during the term of conditions contained in this Lease; (d) any negligent or otherwise tortious act or omission of Tenant, its employees, agents or invitees AND (E) TENANT’S FAILURE TO MAINTAIN ANY WORKER’S COMPENSATION, EMPLOYERS LIABILITY OR SIMILAR INSURANCE COVERAGE. At Landlord’s request, Tenant shall, at Tenant’s expense and by counsel selected by Landlord, defend Landlord in any action or proceeding arising from the Demised Premisesany such claim or liability and shall indemnify Landlord against all costs, or which arises at any time from Tenant's use or occupancy of the Demised Premisesreasonable attorneys’ fees, or from Tenant's failure to provide any information, make all submissionsexpert witness fees, and take all steps required by all Authorities under the Laws and all any other environmental lawsexpenses incurred in such action or proceeding. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) To the fullest extent permitted by law, Tenant shall defend, indemnify, defendprotect, save and hold harmless Landlord, Landlord's Mortgagee, the manager of the propertyits agents, and their respective officersany and all affiliates of Landlord, directorsincluding, beneficiarieswithout limitation, shareholdersany corporations or other entities controlling, memberscontrolled by or under common control with Landlord, partners, agents from and employees from against any and all fines, suits, procedures, claims, and actions of every kinddemands, and all actions, losses, liabilities, costs associated therewith (including attorneys' and consultants' fees) or expenses arising out of either before or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during after the term of this Lease, at or from the Demised Premises, or which arises at any time from Commencement Date from: Tenant's ’s use or occupancy of the Demised Premises, the Building or from Tenant's failure to provide any informationthe Common Areas, make all submissionsincluding, and take all steps required without limitation, the use by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, its agents, employees, invitees or licensees of any recreational facilities within the Common Areas; the conduct of Tenant's Mortgagee’s business; any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises, the manager Building or the Common Areas; any Event of Default in the Demised Premisesperformance of any obligation on Tenant’s part to be performed under this Lease; or any act or negligence of Tenant or its agents, and their respective officersemployees, directorsvisitors, beneficiariespatrons, shareholdersguests, membersinvitees or licensees. Landlord may, partnersat its option, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or require Tenant to assume Landlord’s defense in any way connected with any depositclaim, spill, discharge, action or other release proceeding covered by this Section through counsel satisfactory to Landlord. The provisions of hazardous substances that occurred prior to this Section shall expressly survive the expiration or sooner termination of this Lease. Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's ’s obligations and liabilities under this Section 34.04 shall survive not apply in the expiration event that the claim, demand, action, loss, liability, cost or expense is caused solely by the active negligence or willful misconduct of this LeaseLandlord.

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, indemnify and hold harmless LandlordLandlord and its affiliates, Landlord's Mortgagee, the manager of the property, and their respective officers, directors, beneficiariesemployees, shareholderscommissioners, managers and agents (the “Indemnified Parties”) from and against, and Tenant shall be responsible for, any and all liabilities (including strict liability), actions, demands, penalties, fines, losses, costs and expenses (including reasonable attorneys’ and experts’ fees and expenses), suits, costs of any settlement or judgment, and claim of any and every kind whatsoever, whether arising in equity, at common law, or by statute, or under the law of contracts, torts (including negligence and strict liability without regard to fault) or property, of every kind and character (including claims for personal injury, bodily injury, emotional distress, real and personal property damage and economic loss) (all of which are hereinafter collectively called “Claims”), which may now or in the future be brought or instituted or asserted on account of or growing out of or arising from (i) any failure on the part of Tenant and its affiliates, partners, members, partnersshareholders or other equity owners, agents and employees from all finesofficers, suitsdirectors, proceduresemployees, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of managers or in any way connected with any deposit, spill, dischargeagents, or other release of hazardous substances that occurs during licensees (the term “Tenant Parties”) to comply with the provisions of this Lease, at or from to comply with the Demised provisions of Applicable Law applicable to the Tenant Parties or the Premises, (ii) any and all injuries or which arises at any time from Tenant's damages, including death, to persons or properties relating to the condition, use or occupancy of the Demised Premises, including the construction, alteration, repair or maintenance of any improvements, or the presence on or release or discharge from Tenant's failure the Premises of any Hazardous Substances (except to provide the extent that Landlord has been proven to have caused such presence, release or discharge), or (iii) Landlord’s approval of any informationdesigns, make all submissionssite plans, and take all steps required by all Authorities plans, specifications or other matters, NOTWITHSTANDING THE NEGLIGENCE OR STRICT LIABILITY (WITHOUT REGARD TO FAULT) OF ANY OF THE INDEMNIFIED PARTIES except, in the case of each Indemnified Party, to the extent that the Claims (i) are proven to have resulted from the‌ gross negligence or willful misconduct of such Indemnified Party; or (ii) qualify as an exception to sovereign immunity under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager applicable provisions of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of Texas Tort Claims Act or in any way connected with any deposit, spill, discharge, other Texas or other release of hazardous substances that occurred prior to Tenant's occupancy federal laws. Maintenance of the Demised Premises, or which arose at any time prior insurance referred to in this Article 8 shall not affect Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's ’s obligations and liabilities under this Section 34.04 8.04. Without relieving Tenant of its obligations under this Section 8.04, the Indemnified Parties, at their election, may defend or participate in the defense of any Claims with attorneys and representatives of their own choosing. Tenant shall survive be relieved of its obligation of indemnity to the expiration extent, and only to the extent, of this Leasethe amount actually recovered from one or more insurance carriers and either paid to Landlord or paid for Landlord’s benefit in reduction of any Claims, but nothing contained herein shall entitle Tenant to delay performing its indemnification obligations, or require any Indemnified Party to delay enforcing its indemnification rights, until one or more insurance carriers make such payments to or for the benefit of the Indemnified Parties.

Tenant’s Indemnity. (A) Commencing on the Lease Commencement Date or such sooner date, and for such period that, Tenant or any of its agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees enter onto the Building, the Land or the Common Areas, including without limitation any such entry pursuant to a license therefor granted by Landlord in accordance with Section 4.2(b), and thereafter during the Term, Tenant shall indemnify, defend, indemnify and hold save harmless Landlord, Landlord's Mortgagee, the manager of the property, Landlord and their respective officers, directors, beneficiaries, shareholders, members, partners, its agents and employees against and from all finesliabilities, suitsobligations, proceduresdamages, penalties, claims, costs, charges and actions of every kindexpenses, including reasonable architect’s and all costs associated therewith attorneys’ fees, which may be imposed upon or incurred by or asserted against Landlord or its agents, arising from (including attorneys' and consultants' feesa) arising out of or in any way connected with any depositthe occupancy, spill, dischargeuse of, or other release entry onto, the Building, the Land, the Common Areas, or any parking areas provided by Landlord hereunder, including without limitation the Parking Garage, the CambridgeSide parking garage, or the parking areas located on the Land, as applicable, by Tenant or any of hazardous substances that occurs during its agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees, except to the term extent caused by the negligence or willful misconduct of Landlord, its employees, agents or contractors; (b) any Hazardous Materials deposited, released or stored by Tenant or any of its agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; or (c) any breach of this LeaseLease by Tenant. In case any action or proceeding is brought against Landlord by reason of any such claim, at or Tenant upon written notice from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnify, defend, and hold harmless at Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of ’s expense resist or in any way connected with any deposit, spill, discharge, defend such action or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from proceeding by counsel reasonably approved by Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 . These indemnification provisions shall survive the expiration termination of this Lease.

Tenant’s Indemnity. (A) To the fullest extent permitted by law, Tenant shall defend (with attorneys reasonably acceptable to Landlord), indemnify, defendprotect, save and hold harmless Landlord, Landlord's Mortgagee, the manager of the propertyits agents, and their respective officersany and all affiliates of Landlord, directorsincluding, beneficiarieswithout limitation, shareholdersany corporations or other entities controlling, memberscontrolled by or under common control with Landlord, partners, agents from and employees from against any and all fines, suits, procedures, claims, and actions of every kindliabilities, and all costs associated therewith (including attorneys' and consultants' fees) or expenses arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised PremisesPremises or the Building, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises or the Building, or from any Default in the performance of any obligation on Tenant's failure part to provide be performed under this Lease, or from any informationact or negligence of Tenant or its agents, make all submissionsemployees, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord visitors, patrons, guests, invitees or licensees; provided Tenant shall have no obligation to indemnify, defend, and save or hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, Landlord for any claims, and actions liabilities, costs or expenses to the extent the same is caused by the negligence or willful misconduct on the part of every kindLandlord, and all costs associated therewith (including attorneys' and consultants' fees) arising or its authorized agents, contractors or employees, or for which Tenant is otherwise indemnified hereunder. In cases of alleged negligence asserted by third parties against Landlord which arise out of of, are occasioned by, or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior attributable to Tenant's 's, its agents, employees, contractors, licensees or invitees use and occupancy of the Demised Premises, Premises or which arose at any time prior to Tenant's use or occupancy of the Demised PremisesBuilding, or from the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees on Tenant's part to be performed under this Lease, or from any act of negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall accept any tender of defense for Landlord and shall, notwithstanding any allegation of negligence or willful misconduct on the part of the Landlord's failure to provide , defend Landlord and protect and hold Landlord harmless and pay all costs expenses and attorneys' fees incurred in connection with such litigation, provided that Tenant shall not be liable for any information, make all submissionssuch injury or damage, and take Landlord shall reimburse Tenant for the reasonable attorney's fees and costs for the attorney representing both parties, all steps required to the extent and in the proportion that such injury or damage is ultimately determined by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.a court of

Tenant’s Indemnity. (A) Except to the extent due to Landlord’s negligence or willful misconduct, Tenant shall indemnify, defend, protect, hold harmless, and, at Landlord’s option (with such attorneys as Landlord may approve in advance and hold harmless in writing), defend Landlord, Landlord's Mortgagee, the manager of the property’s Agents, and their respective Landlord’s officers, directors, beneficiaries, shareholders, members, partners, employees, contractors, property managers, agents and employees mortgagees and other lien holders, from and against any and all Losses (as defined below) whenever such Losses arise, from or related to: (a) any violation or alleged violation by Tenant or any of Tenant’s Parties of any of the requirements, ordinances, statutes, regulations or other laws referred to in this Paragraph 11.B, including, without limitation, the Environmental Laws, whether such violation or alleged violation occurred on, or after the Commencement Date; (b) any breach of the provisions of this Paragraph 11.B by Tenant or any of Tenant’s Parties; or (c) any Hazardous Use on, about or from the Premises by Tenant or any of Tenant’s Parties of any Hazardous Materials (whether or not approved by Landlord under this Lease), whether such Hazardous Use occurred prior to, on, or after the Commencement Date. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (whether consequential, direct or indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord’s interest in the Premises, damages for the loss of restriction on use of any space or amenity within the Premises, damages arising from any adverse impact on marketing space in the Premises, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, proceduresadministrative proceedings, claimscosts and fees, including, but not limited to, reasonable attorneys’ and consultants’ fees and expenses, and actions the costs of every kindcleanup, remediation, removal and all costs associated therewith (including attorneys' and consultants' fees) arising out of or restoration, that are in any way connected with related to any deposit, spill, discharge, or other release of hazardous substances that occurs during matter covered by the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawsforegoing indemnity. (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant's Mortgagee, the manager of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.

Tenant’s Indemnity. (A) Tenant shall indemnify, defend, protect, ------------------ and hold harmless LandlordLandlord and the Landlord Parties from any and all claims, Landlord's Mortgageeloss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys' fees) (collectively, "Claims") incurred in connection with or arising from (1) any cause in or on the manager Premises during the Lease Term or any holdover period and (2) subject to the terms of the propertylast sentence of Section 10.1.3, below, any acts or omissions or wilful misconduct of Tenant or any person claiming by, through or under Tenant, its partners, and their respective officersofficers agents, directorsservants or employees of Tenant or any such person (collectively, beneficiaries"Tenant Parties"), shareholdersin or on or about the Premises or the Real Property either prior to, membersduring, partnersor after the expiration of the Lease Term, agents and employees provided that, except as set forth below, the terms of the foregoing indemnity shall not apply to the extent such Claims arise from all finesthe negligence or wilful misconduct of the Landlord Parties in connection with the Landlord Parties' activities in, suitson or about the Real Property, proceduresincluding the Premises, claimssubject to the provisions of Section 10.4 hereof. Notwithstanding the foregoing, and actions of every kindbecause Tenant must carry insurance pursuant to Section 10.3.2, below, to cover its personal property and all costs associated therewith (including attorneys' office furniture, trade fixtures, office equipment and consultants' fees) arising out of or in any way connected with any depositmerchandise within the Premises and the Tenant Improvements and Alterations, spill, discharge, or other release of hazardous substances that occurs during the term of this Lease, at or from the Demised Premises, or which arises at any time from Tenant's use or occupancy of the Demised Premises, or from Tenant's failure Tenant hereby agrees to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental laws. (B) Landlord shall indemnifyprotect, defend, indemnify and hold Landlord harmless Tenantfrom any Claim with respect to any such property within the Premises, to the extent such Claim is covered by Tenant's Mortgageeinsurance, even if resulting from the manager negligence or wilful misconduct of the Demised Premises, and their respective officers, directors, beneficiaries, shareholders, members, partners, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of hazardous substances that occurred prior to Tenant's occupancy of the Demised Premises, or which arose at any time prior to Tenant's use or occupancy of the Demised Premises, or from Landlord's failure to provide any information, make all submissions, and take all steps required by all Authorities under the Laws and all other environmental lawsLandlord Parties. (C) Landlord's and Tenant's obligations and liabilities under this Section 34.04 shall survive the expiration of this Lease.