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Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”) harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises or the Project arising directly or indirectly out of # use or occupancy of the Premises or the Project during the Term or any holding over (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s Parties in or about the Premises or at the Project), or # the a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.

Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”)Landlord harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises or the ProjectPremises, arising directly or indirectly out of # use or occupancy of the Premises or the Project during the Term or any holding over (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s Parties in or about the Premises or at the Project), or # the a breach or default by Tenant in the performance of any of its obligations hereunder, exceptexcept, in each case, to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties.or the default by Landlord under this Lease. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.party.

Indemnification.Indemnity. Subject to Paragraph 11.2, Tenant hereby indemnifies and agreesshall indemnify, defend by counsel reasonably acceptable to defend, saveLandlord, protect and hold Landlord,harmless Landlord and its officers,affiliates, and each of their respective directors, employees,shareholders, partners, lenders, members, managers, agents, sub-agents, constituent entitiescontractors, affiliates and lease signatorsemployees (collectively, “Landlord Indemnified Parties”Indemnitees”) harmless from and against all claims, losses, liabilities, causes of suit or action, judgments, damages, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees, consultant’s fees, and court costs) arising from or asserted in connection with the use or occupancy of the Premises, the Building or the Project by Tenant or any and all Claims for injuryTenant Party, or death to personsany negligence or damage to property occurring withinmisconduct or omissions of Tenant or of any Tenant Party in or about the Premises or the Project arising directlyProject, or indirectly out of # use or occupancy of the Premises or the Project during the Term or any holding over (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s Parties in or about the Premises or at the Project), or # the a breach or default by Tenant in the performance of any of its obligations hereunder,covenants under this Lease, except in each case to the extent caused byarising from the gross negligence or willful misconduct of Landlord or any Landlord Indemnitee. Except to the extent expressly provided in this Lease, Tenant hereby waives all claims against and releases Landlord and each Landlord Indemnitee for any injury to or death of persons, damage to property or business loss in any manner related to # Tenant’s use and occupancy of the Premises, the Building or the Project by or from any cause whatsoever (other than Landlord’s gross negligence or willful misconduct), # acts of Landlord Indemnified Parties. LandlordGod, # acts of third parties, or # any matter outside of the reasonable control of Landlord. This Paragraph 11.3 shall not be liable to Tenant for, and Tenant assumes all risksurvive termination or expiration of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.this Lease.

Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”) harmlessIndemnify the Landlord Indemnitees from and against any and all Claims forof any kind or nature, real or alleged, arising from # injury to or death to personsof any person or damage to any property occurring within or about the PremisesPremises, the Building, the Property or the ProjectProject, arising directly or indirectly out of # the presence at or use or occupancy of the Premises or the Project during the Term or any holding over (including, without limitation, any act, omission or neglect by a Tenant or any Tenant’s Parties in or about the Premises or at the Project),Party or # an act or omission on the part of any Tenant Party, # a breach or default by Tenant in the performance of any of its obligations hereunder,hereunder (including any Claim asserted by a Lender against any Landlord Indemnitees under any Loan Document as a direct result of such breach or default by Tenant) or # injury to or death of persons or damage to or loss of any property, real or alleged, arising from the serving of alcoholic beverages at the Premises or Project, including liability under any dram shop law, host liquor law or similar Applicable Law, except to the extent caused by thedirectly arising from Landlord’s negligence or willful misconduct or gross negligence of Landlord Indemnified Parties. Landlordmisconduct. Tenant’s obligations under this Section shall not be liableaffected, reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease. Subject to Sections 23.6, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to Indemnify the Tenant for,Parties from and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waivesagainst any and all Claims forarising from injury to Tenant’s businessor death of any person or damage to or loss of income relatingany physical property occurring within or about the Premises, the Building, the Property or the Project to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damagesthe extent directly arising from any act, omissionLandlord’s gross negligence or neglect of any tenant in the Project or of any other third party or Tenant Parties.willful misconduct.

Indemnification.by other persons claiming through Tenant. Except to the extent arising from the negligence or willful misconduct of Landlord, Tenant hereby indemnifies and agrees toshall indemnify, defend, saveprotect, and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”) harmless the Landlord Parties from and against any and all Claims for injuryclaims, loss, cost, damage, injury, expense and liability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or death to persons or damage to property occurring withinarising from any cause in, on or about the PremisesPremises, any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project arising directly or indirectlyany breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity shall not apply if and from the time that a final adjudication has resulted in a finding of willful misconduct of Landlord. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of # use orTenant's occupancy of the Premises or the Project during the Term or any holding over (including,Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, any act, omissionits actual professional fees such as reasonable appraisers', accountants' and attorneys' fees. The provisions of this Section 10.1 shall survive the expiration or neglect by Tenant or any Tenant’s Parties in or about the Premises or at the Project), or # the a breach or default by Tenant in the performancesooner termination of any of its obligations hereunder, except to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relatingthis Lease with respect to any claims or liability arising in connection with any event occurring prior to such damageexpiration or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.termination.

Indemnification. Tenant hereby indemnifiesIndemnification and agrees to defend, save and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”) harmless from and against any and all Claims for injuryWaiver. Except as provided in Section 10.5 or death to persons or damage to property occurring within or about the Premises or the Project arising directly or indirectly out of # use or occupancy of the Premises or the Project during the Term or any holding over (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s Parties in or about the Premises or at the Project), or # the a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused bydue to the negligence, willful misconduct or gross negligenceviolation of this Lease by Landlord Indemnified Parties.or the Landlord shall not be liable toParties, Tenant for, and Tenanthereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal property (including, without limitation, loss of records kept withininjuries resulting from a slip and fall in, upon or about the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Partiesagrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, "Landlord Parties") shall not be liable forfor, and are hereby released from any damagesresponsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising from any act, omissioncause in, on or neglectabout the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any tenant inperson claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord's violation of this Lease. Should Landlord be named as a defendant in any other third partysuit brought against Tenant in connection with or arising out of Tenant's occupancy of the Premises, Tenant Parties.shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers', accountants' and attorneys' fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

Landlord Indemnification. Tenant hereby indemnifies and agreesLandlord shall indemnify, defend by counsel reasonably acceptable to defend, saveTenant, protect and hold Landlord,Tenant and its directors, shareholders, investment managers, partners, lenders, members, managers, contractors, affiliates, employees, trustees, principals, beneficiaries, officers, directors, employees, managers, agents, sub-agents, constituent entitiesmortgagees and lease signators (collectively, “Landlord Indemnified Parties”agents (collectively “Tenant Indemnitees”) harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises or the Project arising directly or indirectly out of # use or occupancy of the Premises or the Project during the Term or any holding over (including, without limitation, any act, omission or neglectLosses incurred by Tenant or any Tenant’s Parties in or about the Premises or at the Project), or # the a breach or default by Tenant in the performance of any of its obligations hereunder, exceptIndemnitees to the extent caused by # the negligence or willful misconduct of Landlord or any other Landlord Party and not covered by the insurance required to be carried by Tenant hereunder or # the gross negligence or willful misconduct of Landlord Indemnified Parties. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.Landlord Party.

Indemnification. Tenant hereby indemnifiesshall indemnify and agreessave harmless Landlord (regardless of Tenant’s covenant to defend, saveinsure) against and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”) harmless from and against any and all Claims for injuryclaims by or death to personson behalf of any person or damage to property occurring withinpersons, firm or aboutfirms, corporation or corporations, arising from the PremisesTenant’s use, occupancy, conduct or management of the ProjectPremises, and shall further indemnify and save Landlord harmless against and from any and all claims arising directly or indirectly out of # use or occupancyduring the term hereof from any condition of the Premises caused by Tenant, or the Project during the Term orarising from any holding over (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s Parties in or about the Premises or at the Project), or # the a breach or default byon 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, or arising from any act of Tenant or any of its obligations hereunder, exceptagents, contractors, servants or employees to any person, firm or corporation occurring during the term hereof in or about the Premise or upon or under said areas, and from and against all costs, reasonable counsel fees, expenses or liabilities incurred in or about any such claim or action or proceeding brought thereon. All the foregoing is only to the extent not caused by the gross negligence or willful misconduct or gross negligence of Landlord Indemnified Parties. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damageits agents, contractors, servants, or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.employees.

Indemnification. Tenant hereby indemnifies and agrees to defend, saveIndemnity. Except for Sublandlord’s negligent or willful misconduct, Subtenant shall indemnify, protect, defend and hold Landlord, itsharmless the Premises, Sublandlord and Master Landlord and their respective agents, officers, directors,directors and employees, managers, agents, sub-agents, constituent entitiesincluding the Landlord Parties and lease signators (collectively, “Landlord Indemnified Parties”) harmlessTenant Indemnitees, from and against any and all Claims for injury claims, loss of rents and/or death to persons damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or damage to property occurring withinliabilities arising out of, involving, or aboutin connection with, # the Premises or the Project arising directly or indirectly out of # use and/or occupancy of the Premises by Subtenant, and # any injury or the Project during the Termdeath of any person or any holding over (including, without limitation, any act, omissiondamage to or neglect by Tenant or any Tenant’s Parties indestruction of property occurring in, on or about the PremisesBuilding or at the Project),Project, including the Common Areas and Parking Facilities, to the extent such injury, death or #damage is caused by the a breachnegligence or defaultwillful misconduct of Subtenant or its employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants. If any action or proceeding is brought against Sublandlord by Tenant in the performancereason of any of its obligations hereunder, exceptthe foregoing matters, Subtenant shall upon notice defend the same at Subtenant’s expense by counsel reasonably satisfactory to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties. LandlordSublandlord and Sublandlord shall cooperate with Subtenant in such defense. Subtenant need not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating tohave first paid any such damageclaim in order to be defended or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.indemnified.

Indemnification.(a) Tenant hereby indemnifiesIndemnification of Landlord. Except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives (or any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them), Tenant shall reimburse Landlord and agrees to defend, saveLandlord’s Representatives (as additional rent), and shall indemnify, defend upon request and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”)them harmless from and against any and all Claims for injurysuffered by or death to personsclaimed against them, directly or damage to property occurring withinindirectly, by any third party and based on or arising out of, in whole or in part, from: # use and occupancy of the Premises or any of the Amenities or other common areas of the Condominium by Tenant or its Agents or the business conducted therein, # any negligent or willful act or omission of Tenant or any Agent on or about the Premises or the Project arising directlyCondominium, # any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or indirectly out of # usesurrender the Premises upon the expiration or occupancyearlier termination of the PremisesLease Term, or the Project during the Term or# any holding over (including, without limitation, any act, omission or neglectentry by Tenant or any Tenant’s Parties inAgent upon the Land prior to the Lease Commencement Date; provided, however, that neither Tenant nor any of its Agents (nor any past, present or about the Premisesfuture board member, partner, trustee, director, member, officer, employee, agent, representative or at the Project), or # the a breach or default by Tenant in the performanceadvisor of any of its obligations hereunder, except to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties. Landlordthem) shall notunder any circumstances be liable to Landlord or to any of Landlord’s Representatives or other parties indemnified hereunder for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business). In no event shall Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation,have any liability to Landlord for interruption or loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’Landlord’s business or loss of income relating to(except as provided in Article XXII hereof) any such damageindirect or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liableconsequential damages, or for any damages arising fromliability covered by any act, omissioninsurance policy carried (or required by this Lease to be carried) by Landlord or neglect ofsuch person for which Landlord is fully paid (except that Tenant shall reimburse Landlord for any tenant indeductible actually paid by Landlord with respect to the Project or of any other third party or Tenant Parties.same).

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