Common use of Waiver of Claims; Indemnification Clause in Contracts

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the Building, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties arising out of the acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.

Waiver of Claims; Indemnification. To the extent not prohibited by law, law and excluding except to the extent caused by the negligence or willful misconduct of Landlord, Landlord or arising directly from a default of Landlord of its employees, agents, servants, contractors, or inviteesperformance of its obligations hereunder, Landlord and its Landlord’s partners and their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due of to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the Building, including the Premises, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties arising out of Tenant’s use and occupancy of the Premises or any common area pursuant to Section 4 hereof, or acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen workers and invitees. This Section Landlord shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless defend Tenant from and against any and all liability to third parties damages, costs or liabilities arising out of any default by Landlord of its performance of its obligations hereunder, except to the acts extent caused by the negligence or willful misconduct of Landlord and Tenant or if at the time Tenant does not satisfy the ownership requirements described in Section 1(b) above, arising from a default of Tenant of either its servants, agents, employees, contractors, suppliers, workmen and inviteesmonetary or non-monetary obligations or performance hereunder. 14The provisions of this paragraph shall survive the expiration or termination of the Lease.

Waiver of Claims; Indemnification. To the extent not prohibited by law, law and excluding except to the extent caused by the negligence or willful misconduct of Landlord, Landlord or arising directly from a default of Landlord of its employees, agents, servants, contractors, or inviteesperformance of its obligations hereunder, Landlord and its Landlord’s partners, and their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due of to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the Building, including the Premises, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties arising out of Tenant’s use and occupancy of the Premises or any common area pursuant to Section 4 hereof, or acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen workers and invitees. This Section Landlord shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless defend Tenant from and against any and all liability to third parties damages, costs or liabilities arising out of any default by Landlord of its performance of its obligations hereunder, except to the acts extent caused by the negligence or willful misconduct of Landlord and Tenant or if at the time Tenant does not satisfy the ownership requirements described in Section 1(b) above, arising from a default of Tenant of either its servants, agents, employees, contractors, suppliers, workmen and inviteesmonetary or non-monetary obligations or performance hereunder. 14The provisions of this paragraph shall survive the expiration or termination of the Lease.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Tenant waives all claims against Landlord and its officers, agents, servants and employees shall not be liable the Landlord Related Parties for any damage either to person or any property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the BuildingProperty, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss of business or damage thereto income, and for injury to or theft thereof. Without limitation death of any other provisions thereofpersons, regardless of the cause of any such loss or event or time of occurrence EVEN IF THE LOSS OR EVENT IS ATTRIBUTABLE TO THE FAULT OR NEGLIGENCE OF THE LANDLORD, OR ANYONE FOR WHOM THE LANDLORD MAY BE RESPONSIBLE, INCLUDING, WITHOUT LIMITATION, LANDLORD RELATED PARTIES, BUT EXPRESSLY EXCLUDING ANY LOSS OR EVENT TO THE EXTENT THAT IS ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ITS EMPLOYEES. Tenant agrees to defendwill indemnify, protect, indemnify defend and save hold harmless Landlord and the Landlord Related Parties from and against all liability to third parties claims, losses, damages, causes of action, costs, expenses and liabilities, including legal fees, arising out of Tenant’s occupancy of the acts Premises or presence on the Property, the conduct of Tenant’s business, any default by Tenant, and/or any act, omission or neglect (including violations of Law) of Tenant and or its servantsagents, agentscontractors, employees, contractors, suppliers, workmen licensees or invitees, successors or assigns (each a “Tenant Entity” and inviteescollectively, the “Tenant Entities”) EXCEPT TO THE EXTENT THE LOSS OR EVENT IS ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR NEGLIGENCE OF THE LANDLORD, OR ANYONE FOR WHOM THE LANDLORD MAY BE RESPONSIBLE, INCLUDING, WITHOUT LIMITATION, LANDLORD RELATED PARTIES, OR FROM THE BREACH BY LANDLORD OF ANY OF ITS EXPRESS OBLIGATIONS UNDER THIS LEASE. This Section Landlord shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save hold Tenant harmless Tenant from and against any and all liability claims, liabilities, losses, costs, damages, injuries or expenses, including reasonable attorneys’ and consultants’ fees and court costs, demands, causes of action, or judgments to third parties the extent arising out of or relating to the acts gross negligence or willful misconduct of Landlord and or any Landlord Related Parties or attributable to the breach by Landlord of its servantsexpress obligations under this Lease (subject to the provisions of Section 11.09). However, agentsnotwithstanding anything to the contrary contained herein, employeesLandlord shall in no event be liable for (i) injury to Tenant’s business or any loss of income or profit therefrom or for consequential damages or events of Force Majeure (as defined in Article 26), contractors, suppliers, workmen and inviteesor (ii) sums up to the amount of insurance proceeds received by Tenant (or which would have been received by Tenant under any insurance coverage required to be maintained by Tenant hereunder) for any loss. 14The foregoing indemnity by Landlord shall also not be applicable to claims to the extent arising from the negligence or willful misconduct of Tenant or any Tenant Entity. The provisions of this Article 12 shall survive the expiration or earlier termination of this Lease.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof (including, without limitation, the Common Areas) or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the BuildingBuilding (including, without limitation, the Common Areas), or due to any act or any neglect of any tenant or occupant of the Building (including, without limitation, the Common Areas) or of any other personperson except due to the gross negligence or willful acts of Landlord, its employees or contractors. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereofthereof except due to the gross negligence or willful acts of Landlord, its employees or contractors. Without limitation of any other provisions thereofof this Lease, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties liability, claims, penalties, fines, judgments, loss, damage, cost or expense arising out of the gross negligence or willful acts of Tenant and Tenant, its servants, authorized agents, employees, employees and contractors, suppliers, workmen and invitees. This Section The terms of this paragraph shall be reciprocal in effect between Landlord and Tenant, and Landlord except survive the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out termination or expiration of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14this Lease.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employeespartners, agentsits managing agent, servantsLandlord's lessor, contractorsany mortgagee, or invitees, Landlord the MTA and its their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building Building, or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other personperson or entity. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord Landlord, Landlord's lessor, any mortgagee and the MTA from and against all liability to third parties arising which arose (or which were claimed to have arisen) within or without the Premises or out of the acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workmen workers and invitees. This Section shall be reciprocal in effect between Without limitation of any other provisions hereof, Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising which arose (or which were claimed to have arisen) within or without the Premises or out of the acts or omissions of Landlord and its servants, agents, employees, contractors, suppliers, workmen suppliers and invitees. 14workers.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its Landlord’s partners, affiliates, officers, agents, servants and employees shall not be liable for any damage either to person person, property or property business or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the Building, including the Premises, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind; provided however, that the provisions of this section shall not excuse Landlord for liability for damage or loss resulting from the willful acts of Landlord, its employees, agents or contractors. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord and Landlord’s beneficiary and their respective partners, affiliates, officers, agents, servants and employees from and against all liability to third parties arising out of the use of the Premises or acts of Tenant and or its servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except workers or invitees while within the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14Premises.

Waiver of Claims; Indemnification. To the extent not prohibited by law, law and excluding except for the negligence or willful misconduct of Landlord, its employees, agents, servants, contractors, agents or inviteesemployees (but subject in all events to the provisions of Section 10 hereof), Landlord and its Landlord's members, managers, partners, affiliates, officers, agents, servants and employees shall not be liable for any damage either to person person, property or property business or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the Building, including the Premises, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and and, except as otherwise expressly provided herein or prohibited by law (but subject in all events to the provisions of Section 10 hereof), shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord and Landlord's members, managers, partners, affiliates, officers, agents, servants and employees from and against all liability to third parties arising out of the use of the Premises or acts of Tenant and or its servants, agents, employees, contractors, suppliers, workmen and workers or invitees, but only to the extent that such liability is not covered by the proceeds of insurance required to be maintained by Landlord pursuant to Section 10 hereof. This Section shall be reciprocal in effect between Landlord and Except to the extent caused by the negligence or willful misconduct of Tenant, its officers, agents, servants and employees, Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant and its partners, affiliates, officers, agents, servants and employees from and against all liability to third parties arising out of or in connection with Landlord's ownership and operation of the acts Building or Landlord's activities in the Building or arising from any act of Landlord and or its servants, agents, employees, contractors, suppliers, workmen and workers or invitees. 14, but only to the extent that such liability is not covered by the proceeds of insurance required to be maintained by Tenant pursuant to Section 10 hereof (whether or not such insurance is in fact so maintained by Tenant).

Waiver of Claims; Indemnification. To the extent not prohibited by law, Landlord and excluding the negligence of Landlordits partners, and its employeesand their partners, venturers, managers, officers, agents, servants, contractorsemployees, or inviteesaffiliated limited liability companies, Landlord and its officers, agents, servants and employees other affiliated entities shall not be liable for for, and Tenant waives all claims for, any damage either damages to person or property property, or resulting from the loss of use thereof thereof, or any loss of profits or damages from business interruption, sustained by Tenant or by other persons Tenant's partners, officers, agents, servants or employees due to the Building or the Complex or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the BuildingBuilding or Complex, or due to any act or neglect of any tenant or occupant of the Building or Complex or of any other person; provided, however, that such waiver shall not apply to claims or damages arising from or related to the gross negligence or willful misconduct of Landlord. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kindkind (other than the gross negligence or willful misconduct of Landlord). Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas or parking areas, or freight elevators of the BuildingBuilding or the Complex, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof, unless caused by the gross negligence or willful misconduct of Landlord. Without limitation of any other provisions thereofhereof and to the extent not prohibited by law, Tenant agrees to defend, protect, indemnify and save harmless Landlord and its partners, and its and their partners, venturers, managers, officers, agents, servants and employees, affiliated limited liability companies, and other affiliated entities from and against all liability claims, liabilities, losses, damages or expenses made against or incurred by Landlord attributable to third parties arising out the negligence, willful misconduct or breach of the acts of this Lease by Tenant and or its partners, officers, servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Landlord and Tenantlicensees, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliersvisitors, workmen and or invitees. 14.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding except for damage caused by the gross negligence or wilful acts of Landlord, its agents, contractors or employees, agentsLandlord, servants, contractors, or invitees, Landlord its partners and its their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons claiming through Tenant due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the Building, or due to any act or neglect of any tenant or occupant of the Building Building, including the Premises or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties (including but not limited to the officers, agents, contractors and business associates of Tenant) arising out of Tenant's use and occupancy of the Premises or the acts or omissions of Tenant (whether or not such acts or omissions constitute a violation of applicable law or of this Lease) and its servants, agents, employees, contractors, suppliers, workmen workers and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of except for claims arising from Landlord's intentional or grossly negligent acts that are not covered by insurance, Landlord, its employeesbeneficiary, agents, servants, contractors, or invitees, Landlord the partners of its beneficiary and its their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the Building, or due to any act or neglect of any tenant or occupant of the Building Building, including the Premises, or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, and except to the extent arising from the intentional or grossly negligent acts of Landlord that are not covered by insurance, Tenant agrees to defend, protect, indemnify and save harmless Landlord Landlord, its beneficiary, the partners of its beneficiary and their respective officers, agents, servants and employees from and against all liability to third parties (including but not limited to the officers, agents, contractors and business associates of Tenant) arising out of Tenant's use and occupancy of the Premises or the acts or omissions of Tenant (whether or not such acts or omissions constitute a violation of applicable law or of this Lease) and its servants, agents, employees, contractors, suppliers, workmen workers and invitees. This Section shall be reciprocal in effect between Except to the extent arising from the intentional or grossly negligent acts of Tenant that are not covered by insurance, Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of Landlord's use and occupancy of the acts common areas (exclusive of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14the parking areas) in the Building.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding except to the extent caused by or attributable to the gross negligence of Landlorda party or a breach by such party of its obligations under this Lease (but subject to the waiver of claims in Paragraph 10(c) above and to the abatement and termination provisions of Xxxxxxxxx 00), Xxxxxxxx and Tenant shall not be liable to the other for, and each hereby release and relieve the other, its employees, agents, servants, contractors, or invitees, Landlord and its officers, agents, servants and employees shall not be liable for any damage either to person from, all liability in connection with bodily injury, death or property damage in connection with any defect in or resulting from failure of the loss of use thereof sustained by Tenant or by other persons due to the Building plumbing, sprinkler, electrical, heating, ventilating and air conditioning equipment, or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event other systems and equipment in or about the Building, or due to any act or neglect by reason of any tenant steam, gas, water, rain or occupant snow that may leak into or flow from any part of the Building Premises or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gasBuilding, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the including without limitation bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows breaking, or by reason of the acts or omissions of other tenants or occupants of the Building or by reason of theft, Acts of God, or orders of any governmental authorities. In addition to the foregoing, as Landlord has agreed to not require Tenant to carry insurance on Tenant's office furniture, trade fixtures, and windowsoffice equipment, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any other items of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal Tenant's property upon on the Premises, or upon-loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and hereby agrees that Landlord shall not be liable for to Tenant for, and Tenant hereby releases and relieves Landlord, its agents, servants and employees from, any loss or and all liability in connection with damage thereto or theft thereofto such property of Tenant, regardless of the cause. Without limitation Subject to the preceding provisions of any other provisions thereofthis Paragraph 12 and to the waiver of claims in Paragraph 10(c) above, Tenant agrees to defend, protect, indemnify and save harmless harmless, and upon request defend, Landlord against and from any and against all liability to third parties claims by or on behalf of any person, arising out of the acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.or related to:

Waiver of Claims; Indemnification. To the extent not prohibited by law, Landlord and excluding the negligence of Landlordits partners, and its employeesand their partners, venturers, managers, officers, agents, servants, contractorsemployees, or inviteesaffiliated limited liability companies, Landlord and its officers, agents, servants and employees other affiliated entities shall not be liable for for, and Tenant waives all claims for, any damage either damages to person or property property, or resulting from the loss of use thereof thereof, or any loss of profits or damages from business interruption, sustained by Tenant or by other persons Tenant's partners, officers, agents, servants or employees due to the Building or the Complex or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the BuildingBuilding or Complex, or due to any act or neglect of any tenant or occupant of the Building or Complex or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas or parking areas, or freight elevators of the BuildingBuilding or the Complex, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof and to the extent not prohibited by law, Tenant agrees to defend, protect, indemnify and save harmless Landlord and its partners, and its and their partners, venturers, managers, officers, agents, servants and employees, affiliated limited liability companies, and other affiliated entities from and against all liability claims, liabilities, losses, damages or expenses made against or incurred by Landlord attributable to third parties arising out the negligence, willful misconduct or breach of the acts of this Lease by Tenant and or its partners, officers, servants, agents, employees, contractors, suppliers, licensees, visitors, workmen and or invitees. This Section shall be reciprocal in effect between Without limitation of any other provisions hereof and to the extent not prohibited by law, Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant and its members, partners, venturers, managers, officers, agents, shareholders, servants and employees from and against all liability claims, liabilities, losses, damages or expenses made against or incurred by Tenant attributable to third parties arising out the negligence, willful misconduct or breach of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.this Lease by

Waiver of Claims; Indemnification. To Tenant agrees that, to the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its beneficiaries, officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Building, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, sprinklers and plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, Demised Premises or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord Landlord, its beneficiaries, officers, agents, servants and employees of and from and against all liability to third parties arising out of the acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen and or invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee Tenant agrees to defend, protect, indemnify and save the Landlord, its beneficiaries and their respective agents and employees harmless Tenant against any and all claims, demands, costs and expenses, including reasonable attorneys' fees for the defense thereof arising from and against all liability to third parties arising out Tenant's occupancy of the acts Demised Premises or from any breach or default on the part of Landlord and the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease, or from any act or negligence of Tenant, its agents, servants, agentsemployees or invitees, employeesin or about the Demised Premises. In case of any action or proceedings brought against the Landlord, contractorsits beneficiaries or their respective agents or employees by reason of any such claim, suppliersupon notice from Landlord, workmen and invitees. 14Tenant covenants to defend such action of proceeding by counsel reasonably satisfactory to Landlord.

Waiver of Claims; Indemnification. To the extent not prohibited by law, law and excluding subject to the negligence waiver of Landlord, its employees, agents, servants, contractors, or inviteessubrogation contained in Section 10(a) , Landlord and its partners, affiliates, officers, agents, servants and employees shall not be liable for any damage either to person person, property or property business or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof thereto becoming out of repair, or due to the happening or of any accident or event in or about the Building, including the Premises, or due to any act or neglect of any tenant or occupant of the Building or of any other person, unless caused by the negligence or willful misconduct of Landlord or its agents, employees or contractors. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and and, except as provided above, shall apply without distinction as to the person whose act or neglect was responsible for the damage and shall apply whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof, except to the extent caused by Landlord's gross negligence. Without limitation of limiting any other provisions thereofhereof, but subject to the provisions of Section 10(a) hereof, except for liability caused by the negligence or willful acts of Landlord or its agents, partners, affiliates, officers, servants, employees or contractors, Tenant agrees to defend, protect, indemnify and save harmless Landlord and its partners, affiliates, officers, agents, servants and employees from and against all liability to third parties arising out of the use of the Premises or the acts or omissions of Tenant and or its servants, agents, employees, contractors, suppliers, workmen and workers or invitees. This Except for liability caused by the negligence or willful acts or omissions of Tenant or Tenant's partners, affiliates, officers, agents, servants or employees and subject to Section shall be reciprocal in effect between 10(a) hereof, Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant and its partners, shareholders, directors, affiliates, officers, agents, servants, contractors and employees from and against all liability to third parties arising out of the negligent acts or omissions of Landlord and or its servants, agents, employees, contractors, suppliers, workmen and workers or invitees. 14.

Waiver of Claims; Indemnification. To the extent not prohibited by lawExcept as may otherwise be expressly provided in this Lease, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Tenant waives all claims against Landlord and its officers, agents, servants and employees shall not be liable the Landlord Related Parties for any damage either to person or any property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the BuildingProperty, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss of business or damage thereto income, and for injury to or theft thereof. Without limitation death of any other provisions thereofpersons, regardless of the cause of any such loss or event (including negligence) or time of occurrence. Except to the extent caused by the gross negligence or willful misconduct of Landlord, Tenant agrees to defendwill indemnify, protect, indemnify defend and save hold harmless Landlord and the Landlord Related Parties from and against all liability to third parties claims, losses, damages, causes of action, costs, expenses and liabilities, including, legal fees, arising out of Tenant’s occupancy of the acts Premises or presence on the Property, the conduct of Tenant’s business, any default by Tenant, and/or any act, omission or neglect (including violations of Law) of Tenant and or its servantsagents, agentscontractors, employees, contractors, suppliers, workmen licensees or invitees, successors or assigns (each a “Tenant Entity” and inviteescollectively, the “Tenant Entities”). This Section Landlord shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save hold Tenant harmless Tenant from and against any and all liability claims, liabilities, losses, costs, damages, injuries or expenses, including reasonable attorneys’ and consultants’ fees and court costs, demands, causes of action, or judgments to third parties the extent arising out of or relating to the acts gross negligence or willful misconduct of Landlord and its servants, or Landlord’s agents, employeesemployees or invitees (subject to the provisions of Section 11.04) However, contractorsnotwithstanding anything to the contrary contained herein, suppliersLandlord shall in no event be liable for (I) injury to Tenant’s business or any loss of income or profit therefrom or for consequential damages or events of Force Majeure (as defined in Article 26), workmen and inviteesor (ii) sums up to the amount of insurance proceeds received by Tenant (or which would have been received by Tenant under any insurance coverage required to be maintained by Tenant hereunder) for any loss. 14The foregoing indemnity by Landlord shall also not be applicable to claims to the extent arising from the negligence or willful misconduct of Tenant or any Tenant Entity. The provisions of this Article 12 shall survive the expiration or earlier termination of this Lease.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employeesAmerimar Realty Management Co.-Colorado (herein "Agent") and their respective officers, agentsdirectors, servants, contractors, or invitees, Landlord and its officerspartners, agents, servants and employees shall not be liable for for, and it and they are hereby released by Tenant from all liability for, any damage either to person or property or resulting from the loss of use thereof or any other loss, or any death, sustained by Tenant or by other persons claiming through Tenant due to the Building Property or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in in, on or about the BuildingProperty, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person (whether Landlord, Agent or other) whose act or neglect was responsible for the damage and whether or not such act or neglect occurred before, at or after the execution of this Lease, and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property of Tenant upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of elsewhere in, on or about the BuildingProperty, shall be at the risk of Tenant only, and that neither Landlord nor Agent, nor their partners, directors or officers, shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord and Agent, and their respective partners, officers, directors and employees, from and against all liability to third parties arising out of the acts or omissions of Tenant and its or any subtenant or the servants, agents, employees, contractors, suppliers, workmen and inviteesinvitees of Tenant or any subtenant. This Section shall be reciprocal in effect between Landlord and TenantSubject to the release provided under Paragraph 10(d) above, and Landlord except the trustee Tenant agrees to defend, protect, indemnify and save harmless Tenant harmless, and upon request, defend, Landlord, Agent, and their respective partners, directors, officers and employees (herein called "indemnitees") against and from any and against all liability to third parties claims by or on behalf of any person, arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.or related to:

Waiver of Claims; Indemnification. (a) To the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its officers, agents, servants and employees shall not be liable for for, and Landlord is hereby released by Tenant from all liability for, any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons claiming through Tenant due to the Building Property or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in in, on or about the BuildingProperty, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether or not such act or neglect occurred before, at or after the execution of this Lease, and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property of Tenant upon the Premises, or upon-loading docks, upon receiving and holding areas, or freight elevators of elsewhere in, on or about the BuildingProperty, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation Tenant acknowledges and agrees that the parties have carefully analyzed all risks to persons and property associated with this Lease and Tenant's occupation of any other provisions thereofthe Premises and that the parties have sought to have all such risks protected by adequate insurance. Accordingly, Tenant agrees each party has the burden to defendmaintain specific types of insurance as provided in Paragraph 10 above and the parties have allocated the risks among such insurance policies as provided by the mutual waiver in Paragraph 10(d) above. Thus, protectto the extent permitted by law, indemnify and save harmless Landlord from and against all liability to third parties the extent covered by insurance (or required pursuant to this lease to be covered by insurance), the foregoing waivers in this Paragraph 12 (a) shall apply to liability, damage, loss or claims arising out of or in connection with the acts negligence or wilful misconduct of Tenant and Landlord, its servants, agents, employees, contractors, suppliers, workmen contractors and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except invitees (without limitation to the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out application of the acts foregoing waivers to all other circumstances not involving the negligence or wilful misconduct of Landlord and Landlord, its servants, agents, employees, contractors, suppliers, workmen contractors and invitees. 14).

Waiver of Claims; Indemnification. To Subject to the extent terms and Provisions of Paragraph 8 hereof requiring Landlord to make certain repairs and/or replacements, Landlord shall not prohibited by law, and excluding the negligence of Landlord, be liable to Tenant or its employees, agents, servants, contractors, servants or invitees, Landlord and its officers, agents, servants and employees shall not be liable other invitees or guests or to any third party for any damage either to person or property or property, whether resulting from the loss of use thereof or otherwise, sustained by Tenant or by other persons due in whole or in part to the Building Property or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or occurrence of any act, neglect, accident or event in on the Property or about any part thereof, including, without limitation, the BuildingLeased Premises, or due to any act or neglect of any tenant or occupant of the Building Property or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by or from gas, electricity, snow, frost, ice, rain, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property stored or placed upon the Leased Premises, or upon-being delivered to or from the Leased Premises, and upon loading docks, receiving and holding areas, freight elevators, or freight elevators other areas of the BuildingProperty, shall be at the risk of Tenant only, and that the Landlord shall not be liable for any loss or damage thereto or theft thereofthereto. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord Landlord,, and its Affiliates, partners, and partners of such partners, officers and directors, agents and employees from and against all loss, damage or liability to third parties arising out incurred by Tenant, or any of the acts of Tenant and its servantsAffiliates, agents, employees, contractors, subcontractors, suppliers, workmen invitees or guests, or by any other persons or entities, in connection with the Leased Premises and, to the extent, and invitees. This Section shall be reciprocal in effect between Landlord and only the extent, such loss, damage or liability is caused by the negligence or wilful misconduct of Tenant, and Landlord or any of its Affiliates, agents, employees, contractors, subcontractors, suppliers, invitees or guests, in any way related to the Property. Tenant also recognizes it will not be entitled to any abatement or diminution of any Rent as a result of any of the foregoing occurrences, except as otherwise expressly provided herein to the trustee contrary, nor shall the same release Tenant from its obligations hereunder or constitute an eviction. Notwithstanding the foregoing in this Xxxxxxxxx 00, Xxxxxxxx agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord incurred by Tenant and its servantsofficers, directors, Affiliates, agents and employees of Tenant) to the extent, and only the extent, the damage to person or property described in the first sentence of this Paragraph 13, or any loss, damage or theft described in the third sentence of this Paragraph 13, is caused by the negligence or wilful misconduct of Landlord, or any of its Affiliates, agents, employees, contractors, subcontractors, suppliers, workmen and invitees. 14invitees or guests.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding Except for the negligence or willful misconduct of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the Building, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, fire water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties arising out of the negligent acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Without limitation of any provisions thereof, Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the negligent acts of the Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employeespartners, agentsits managing agent, servantsLandlord’s lessor, contractorsany mortgagee, or invitees, Landlord the MTA and its their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other personperson or entity. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defenddefined, protect, indemnify and save harmless Landlord Landlord, Landlord’s lessor, any mortgagee and the MTA from and against all liability to third parties arising out which arose (or which were claimed to have arisen) within the Premises. Nothing contained herein shall, however, excuse landlord from its obligations regarding maintenance of the acts Building, as contrasted with Landlord being released from liability for personal or property damage arising from Landlord’s failure to maintain; nor shall this Paragraph relieve Landlord from liability for its negligence except as provided in Paragraph 12A or, but only to the extent liability therefor cannot be released as a matter of Tenant and law, the negligence of its servants, agents, employees, employees and contractors, suppliers, workmen and invitees; nor shall this Paragraph modify Landlord’s obligations with respect to failure of services pursuant to Xxxxxxxxx 0X of this Lease. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out which arose (or which is claimed to have arisen) outside of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14Premises.

Waiver of Claims; Indemnification. To Landlord and the extent not prohibited by lawpartners in Landlord, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or for damage resulting from the loss of use thereof of property sustained by Tenant or by other persons due to the Land or the Building or any part thereof or any appurtenances thereof thereto becoming out of repair, or due to the happening or of any accident or event in or about the Land or the Building, including the Leased Premises, or due to any act or neglect of any tenant or occupant of the Land or the Building or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, or by noise, smoke or odors, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-loading docks, receiving and holding areas, or freight elevators of the Building, Property shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties (including but not limited to the officers, agents, contractors, and business associates of Tenant) arising out of Tenant's use and occupancy of the Leased Premises or acts or omissions of Tenant (whether or not such acts or omissions constitute a violation of applicable law or of this Lease) and its servants, agents, employees, contractors, suppliers, workmen suppliers workers and invitees. This Section shall be reciprocal in effect between Notwithstanding anything herein to the contrary, Landlord agrees to hold harmless and indemnify Tenant, its employees, agents and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant invitees from and against all liability for injuries to third parties persons or damage to property arising out from occurrences in or about the premises or building caused in whole or in part by the act, omission, or negligence of the acts of Landlord and Landlord, its servants, agents, employees, contractors, suppliers, workmen and employees or invitees. 14.

Waiver of Claims; Indemnification. (a) To the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Landlord and its parent and affiliated corporations, its and their partners, venturers, directors, officers, agents, servants and employees shall not be liable for for, and Tenant waives all claims for, any damage either damages to person or property property, or resulting from the loss of use thereof thereof, or any loss of profits or damages from business interruption, sustained by Tenant or by other persons Tenant's officers, agents, servants or employees due to the Building or the Complex or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the BuildingBuilding or Complex, or due to any act or neglect of any tenant or occupant of the Building or Complex or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas or parking areas, or freight elevators of the BuildingBuilding or the Complex, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof and to the extent not prohibited by law, Tenant agrees to defend, protect, indemnify indemnity and save harmless Landlord and its parent and affiliated corporations, its and their partners, venturers, directors, officers, agents, servants and employees from and against all liability fines, suits, costs, demands, actions, judgments, claims, liabilities, losses, damages or expenses ("Liabilities") made or asserted against or incurred by an Indemnitee and attributable to third parties arising out the negligence, willful misconduct or breach of the acts of this Lease by Tenant and or its officers, servants, agents, employees, contractors, suppliers, workmen and or invitees. This Section shall be reciprocal in effect between If any such proceeding is brought against an Indemnitee, Tenant will retain counsel reasonably satisfactory to Landlord and to defend the Indemnitee at Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.'s sole cost and

Waiver of Claims; Indemnification. (a) To the extent not prohibited by law, and excluding the negligence of Landlord, its employeesAgent and their respective officers, directors, partners, agents, servants, contractors, or invitees, Landlord and its officers, agentslicensees, servants and employees (each (including Landlord), a "Landlord Related Party" and collectively, the "Landlord Related Parties") shall not be liable for for, and it and they are hereby released by Tenant from all liability for, any damage either to person or property or resulting from the loss of use thereof or any other loss, or any death, sustained by Tenant or by other persons claiming through Tenant due to the Building Property and (to the extent any of the Parking Spaces are located within the Denver Place Parking Garage) the Denver Place Parking Garage or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in in, on or about the BuildingProperty and (to the extent any of the Parking Spaces are located within the Denver Place Parking Garage) the Denver Place Parking Garage, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision , except to the extent such loss, damage, liability or obligation results from the negligence or willful misconduct of any Landlord Related Party, and except that with respect to occurrences in or the condition of the Premises or the Parking Garages, the foregoing reference to "negligence or misconduct" is changed to "gross negligence or willful misconduct" shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose whether or not such act or neglect was responsible for occurred before, at or after the damage execution of this Lease, and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property of Tenant upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators elsewhere in, on or about the Property and (to the extent any of the BuildingParking Spaces are located within the Denver Place Parking Garage) the Denver Place Parking Garage, shall be at the risk of Tenant only, and that no Landlord Related Party shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofthereof except for its negligence or willful misconduct, Tenant agrees but if the personal property is located in the Premises or Parking Garages, the foregoing reference to defend, protect, indemnify and save harmless Landlord from and against all liability "negligence or willful misconduct" is changed to third parties arising out of the acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14"gross negligence or willful misconduct".

Waiver of Claims; Indemnification. To In addition to and without limiting or being limited by any other releases or waivers of claims in this Lease, but rather in confirmation and furtherance thereof, but subject to the mutual waiver of subrogation and Tenant's rights of abatement in Sections 8.5, 9.3(A) and Article 13, and to the extent not prohibited by law, and excluding the negligence of Landlord, its employees, agents, servants, contractors, or invitees, Tenant hereby expressly releases Landlord and its agrees that Landlord and Landlord's respective officers, agents, servants directors, shareholders, servants, beneficiaries of Landlord (if Landlord is a land trust) and employees (collectively, the "Released Parties") shall not be liable for any damage either to person or property or for damages (direct, consequential or otherwise) resulting from the loss of use thereof of property sustained by Tenant or by other persons due to the Land or the Building or any part thereof or any appurtenances thereof thereto becoming out of repair, repair or due to the happening or of any damage, accident or event in or about the Land or the Building, including the Leased Premises, or due to any act or neglect of any tenant or occupant of the Land or the Building or of any other personperson unless any of the foregoing is due, in whole or in part, directly or indirectly, to the negligence or willful misconduct of Landlord or any Landlord Party. This Without limiting the generality of the foregoing, this provision shall apply particularly (but not exclusively) to damage caused by personal injury, death, property damage, loss, conversion, theft, robbery, assault, battery, mayhem, murder, gas, electricity, snow, frost, ice, hail, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, or by noise, smoke or odors, or by falling plaster, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind, unless the same was due to the negligence or willful misconduct of Landlord or any Landlord Party. Tenant further agrees that all personal property located in or upon the Premises, or upon-loading docks, Leased Premises receiving and holding areas, or freight elevators of the Land or the Building, shall be at the risk of Tenant only, only and that Landlord shall not be liable for any loss or damage thereto or theft thereofor conversion thereof and Tenant hereby completely releases and exculpates Landlord therefrom. Without limitation of any other provisions thereofhereof, but subject to the limitations contained in Section 12.2, and except as otherwise prohibited by law, Tenant agrees to defend, protect, indemnify and save hold Landlord harmless Landlord from and against any and all actual and direct loss, cost, damage, expense, fine, penalty, lien, claim, cause of action, injuries to persons or damage to or theft or misappropriation or loss of property and liability to third parties (including, without limitation, attorneys' fees and court costs) and damages incurred by Landlord arising out of, related to or in connection with Tenant's use, maintenance, repair and occupancy of the acts Leased Premises and the Building or negligence or willful misconduct of Tenant and (whether or not such negligence or willful misconduct constitute a violation of applicable law), its servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employeesrepresentatives, contractors, supplierssuppliers or workers or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease. Notwithstanding anything herein to the contrary, workmen but subject to the limitations contained in Section 12.2, Landlord shall not be indemnified from liability for damage or injury to persons or property caused by or resulting from the negligence or wanton misconduct of Landlord or any Landlord Party. To the extent not prohibited by law, and inviteessubject to Section 12.2, Landlord agrees to hold harmless and indemnify Tenant and Tenant's agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the "Indemnitees") from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys' fees and court costs) for death or injury to, or damage to the property of, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct of Landlord or Landlord Parties. 14Such third parties shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Landlord or any Landlord Parties, then Landlord will, at Landlord's expense and at the option of said Indemnitees, resist and defend such action, suit or proceeding.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlord, its employeesAgent and their respective officers, agentsdirectors, servants, contractors, or invitees, Landlord and its officerspartners, agents, servants and employees shall not be liable for for, and it and they are hereby released by Tenant from all liability for, any damage either to person or property or resulting from the loss of use thereof or any other loss, or any death, sustained by Tenant or by other persons claiming through Tenant due to the Building Property or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in in, on or about the BuildingProperty, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person (whether Landlord, Agent or other) whose act or neglect was responsible for the damage and whether or not such act or neglect occurred before, at or after the execution of this Lease, and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property of Tenant upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of elsewhere in, on or about the BuildingProperty, shall be at the risk of Tenant only, and that neither Landlord nor Agent, nor their partners, directors or officers, shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord and Agent, and their respective partners, officers, directors and employees, from and against all liability to third parties arising out of the acts or omissions of Tenant and its or any subtenant or the servants, agents, employees, contractors, suppliers, workmen and inviteesinvitees of Tenant or any subtenant. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee Tenant agrees to defend, protect, indemnify and save harmless Tenant harmless, and upon request, defend, Landlord, Agent, and their respective partners, directors, officers and employees (herein called "indemnitees") against and from any and against all liability to third parties claims by or on behalf of any person, arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.or related to:

Waiver of Claims; Indemnification. To The undersigned understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Warrants. In this regard, if the offering of the units in the Company’s IPO were deemed to be a general solicitation with respect to the Warrants, the offer and sale of such Warrants may not be exempt from registration and, if not, the undersigned may have a right to rescind its purchase of the Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders, and the trust account from claims that may adversely affect the Company or the interests of its stockholders, the undersigned hereby agrees to waive, to the maximum extent not prohibited permitted by applicable law, and excluding the negligence of Landlordany claims, its employees, agents, servants, contractorsright to xxx, or inviteesrights in law or arbitration, Landlord as the case may be, to seek rescission of its purchase of the Warrants. The undersigned acknowledges and its officers, agents, servants and employees shall not be liable for any damage either agrees that this waiver is being made in order to person or property or resulting from induce the loss of use thereof sustained by Tenant or by other persons due Company to sell the Warrants to the Building undersigned. The undersigned agrees that the foregoing waiver of rescission rights shall apply to any and all known or any part thereof or any appurtenances thereof becoming out unknown actions, causes of repairaction, suits, claims, or due proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities, and damages, whether compensatory, consequential, or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing, or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Warrants hereunder or relating to the happening or any accident or event in or about the Building, or due to any act or neglect of any tenant or occupant purchase of the Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by Warrants and the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties arising out of the acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen and invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14transactions contemplated hereby.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding Except for the negligence or willful acts of the Landlord, its employees, agents, servantscontractors or employees and except as otherwise prohibited by law (but subject in all events to the provisions of Paragraph 12A of this Lease), contractorsLandlord, or inviteesits partners, Landlord its managing agent, Landlord's lessor, any mortgagee, the MTA and its their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other personperson or entity. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord Landlord, Landlord's lessor, any mortgagee and the MTA from and against all liability to third parties arising which arose (or which were claimed to have arisen) within or without the Premises (except if the same arose out of the negligence or wilfull misconduct of Landlord, its agents, contractors or employees) or which arose out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workmen and workers or invitees. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties arising out of the acts of Landlord and its servants, agents, employees, contractors, suppliers, workmen and invitees. 14.

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of law Landlord, its employeesAgent and their respective officers, agentsdirectors, servants, contractors, or invitees, Landlord and its officerspartners, agents, servants and employees shall not be liable for for, and it and they are hereby released by Tenant from all liability for, any damage either to person or property or resulting from the loss of use thereof or any other loss, or any death, sustained by Tenant or by other persons claiming through Tenant due to the Building Property or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in in, on or about the BuildingProperty, or due to any act or neglect of any tenant or occupant of the Building or of any other person, or to the extent due to Landlord's gross negligence or willful misconduct. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person (whether Landlord, Agent or other) whose act or neglect was responsible for the damage and whether or not such act or neglect occurred before, at or after the execution of this Lease, and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property of Tenant upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of elsewhere in, on or about the BuildingProperty, shall be at the risk of Tenant only, and that neither Landlord nor Agent, nor their partners, directors or officers, shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereofhereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord and Agent, and their respective partners, officers, directors and employees, from and against all liability to third parties arising out of the acts or omissions of Tenant and its or any subtenant or the servants, agents, employees, contractors, suppliers, workmen and inviteesinvitees of Tenant or any subtenant. This Section shall be reciprocal in effect between Landlord and Tenant, and Landlord except the trustee Tenant agrees to defend, protect, indemnify and save harmless Tenant from harmless, and against all liability to third parties arising out of the acts of Landlord upon request, defend, Landlord, Agent, and its servantstheir respective partners, agentsdirectors, employees, contractors, suppliers, workmen officers and invitees. 14.employees (herein called

Waiver of Claims; Indemnification. To the extent not prohibited by law, and excluding the negligence of Landlordneither Landlord nor its partners, its employeesaffiliates, agents, servants, contractors, or invitees, Landlord and its officers, agents, servants and employees shall not be liable for any damage either to person person, property or property business or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or of any accident or event in or about the Building, including the Premises, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly (particularly, but not exclusively) , to damage caused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon-upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord and its partners, affiliates, officers, agents, servants and employees from and against all liability to third parties arising out of the use of the Premises or acts of Tenant and or its servants, agents, employees, contractors, suppliers, workmen and workers or invitees. This Section Notwithstanding the foregoing, Tenant does not release and shall not be reciprocal in effect between required to indemnify the Indemnitees with respect to damage, loss or liability resulting from the Indemnitees' negligence or willful misconduct. Further, Landlord and Tenant, and Landlord except the trustee agrees to defend, protect, indemnify and save harmless Tenant and its partners, affiliates, officers, agents, servants and employees from and against all liability to third parties arising out of the acts of Landlord and or its servantspartners, affiliates, officers, agents, employeesservants, contractors, suppliers, workmen and employees or invitees. 14.