Subtenant's Indemnity. Subtenant shall indemnify, defend, protect, and hold Sublandlord and its officers, agents, employees, licensee, invitees, successors and assigns (collectively, "Sublandlord’s Agents") and Master Landlord harmless from and against all claims, demands, actions, causes of action, losses and expenses (collectively "Claims") which may be brought against Sublandlord, Sublandlord 's Agents or Master Landlord or which Sublandlord, Sublandlord 's Agents or Master Landlord may pay or incur by reason of any breach or default of this Sublease by Subtenant, a misrepresentation by Subtenant with respect to any matter set forth herein, or the acts, omissions, negligence or willful misconduct of Subtenant or Subtenant's employees, agents, contractors, or invitees in or about the Subleased Premises during the Term to the extent that the Claims are not caused by the negligence or willful misconduct of Sublandlord or Sublandlord’s Agents or Sublandlord’s violation of this Sublease, or the negligence or willful misconduct of Landlord or Landlord’s violation of the Master Lease. Without limiting the generality of the foregoing, Subtenant shall indemnify, defend, protect and hold Sublandlord, Sublandlord’s Agents and Master Landlord harmless from and against any Claims which may be brought against Sublandlord, Sublandlord’s Agents or Master Landlord or which Sublandlord, Sublandlord’s Agents or Master Landlord may pay or incur by reason of any violation of any laws by Subtenant or its employees, agents or contractors during the Term.

Indemnity. Except for Sublandlord’s negligent or willful misconduct, Subtenant shall indemnify, protect, defend and hold harmless the Premises, Sublandlord and Master Landlord and their respective agents, officers, directors and employees, including the Landlord Parties and Tenant Indemnitees, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, # the use and/or occupancy of the Premises by Subtenant, and # any injury or death of any person or damage to or destruction of property occurring in, on or about the Building or the Project, including the Common Areas and Parking Facilities, to the extent such injury, death or damage is caused by the negligence or willful 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 reason of any of the foregoing matters, Subtenant shall upon notice defend the same at Subtenant’s expense by counsel reasonably satisfactory to Sublandlord and Sublandlord shall cooperate with Subtenant in such defense. Subtenant need not have first paid any such claim in order to be defended or indemnified.