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.

Indemnity. Except for Sublandlord’s negligent or willful misconduct, SubtenantSubject to Paragraph 11.2, Tenant shall indemnify, protect, defend by counsel reasonably acceptable to Landlord, protect and hold harmless the Premises, Sublandlord and Master Landlord and its affiliates, and each of their respective agents, officers, directorsdirectors, shareholders, partners, lenders, members, managers, contractors, affiliates and employees, including the Landlord Parties and Tenant Indemnitees,employees (collectively, “Landlord Indemnitees”) from and against any and all claims, losslosses, liabilities, causes of rents and/suit or action, judgments, damages, liens, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees, consultant’s fees, and consultants’ fees, expenses and/court costs) arising from or liabilities arising out of, involving, orasserted in connection with, #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 aboutPremises, the Building or the Project by Tenant or any Tenant Party, or any negligence or misconduct or omissions of Tenant or of any Tenant Party in or about the Premises or the Project, including the Common Areas and Parking Facilities,or Tenant’s breach of any of its covenants under this Lease, except in each case to the extent such injury, death or damage is caused byarising from the gross negligence or willful misconduct of SubtenantLandlord or its employees, agents, customers, visitors, invitees, licensees, contractors, assigneesany 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 subtenants. Ifdeath of persons, damage to property or business loss in any action or proceeding is brought against Sublandlord by reason of anymanner related to # Tenant’s use and occupancy of the foregoing matters, SubtenantPremises, the Building or the Project by or from any cause whatsoever (other than Landlord’s gross negligence or willful misconduct), # acts of God, # acts of third parties, or # any matter outside of the reasonable control of Landlord. This Paragraph 11.3 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 defendedsurvive termination or indemnified.expiration of this Lease.

Indemnity. Except for Sublandlord’Subtenant's negligent or willful misconduct,Indemnity. Subtenant shall indemnify, defend, protect, defend and hold harmless the Premises, Sublandlord and its officers, agents, employees, licensee, invitees, successors and assigns (collectively, "Sublandlord’s Agents") and Master Landlord and their respective agents, officers, directors and employees, including the Landlord Parties and Tenant Indemnitees,harmless from and against any and all claims, lossdemands, actions, causes of rents and/action, losses and expenses (collectively "Claims") which may be brought against Sublandlord, Sublandlord 's Agents or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/Master Landlord or liabilities arising out of, involving,which Sublandlord, Sublandlord 's Agents or in connection with, # the use and/Master Landlord may pay or occupancyincur by reason of the Premisesany breach or default of this Sublease by Subtenant, and #a misrepresentation by Subtenant with respect to any injurymatter set forth herein, or deaththe acts, omissions, negligence or willful misconduct of any personSubtenant or damage toSubtenant's employees, agents, contractors, or destruction of property occurring in, oninvitees in or about the Building orSubleased Premises during the Project, including the Common Areas and Parking Facilities,Term to the extent such injury, death or damage isthat 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, customers, visitors, invitees, licensees, contractors, assigneesagents or subtenants. If any action or proceeding is brought against Sublandlord by reason of any ofcontractors during 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.Term.

Indemnity. Except for Sublandlord’s negligent or willful misconduct, Subtenant shall indemnify, protect, defendIndemnification. Tenant hereby indemnifies and agrees to defend, save and hold harmless the Premises, SublandlordLandlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and Master Landlord and their respective agents, officers, directors and employees, including the Landlord Parties and Tenant Indemnitees,lease signators (collectively, “Landlord Indemnified Parties”) harmless from and against any and all claims, lossClaims 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 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 or the Project during the Term or any holding over (including, without limitation, any act, omission or neglect by Subtenant, andTenant or any Tenant’s Parties in or about the Premises or at the Project), or # any injurythe a breach or deathdefault by Tenant in the performance of any personof 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 occurring in, on(including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission 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 reasonneglect of any tenant in the Project or 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 defendedother third party or indemnified.Tenant Parties.

Indemnity. Except for Sublandlord’s negligent or willful misconduct, Subtenant shall indemnify, protect, defendIndemnification. Tenant hereby indemnifies and agrees to defend, save and hold harmless the Premises, Sublandlord and Master Landlord and their respective agents, officers, directors and employees, including the Landlord Parties and Tenant Indemnitees,harmless from and against any and all claims, lossClaims for injury or death to persons or damage to property occurring within or about the Premises, arising directly or indirectly out 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 or a breach or default by Subtenant, and # any injury or deathTenant in the performance of any personof its obligations hereunder, except, in each case, to the extent caused by the willful misconduct or negligence of Landlord 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 occurring in, on(including, without limitation, any loss of records). Landlord shall not be liable for any damages arising from any act, omission 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 reasonneglect of any tenant in the Project or 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.other third party.

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,other persons claiming through Tenant. Except to the extent such injury, death or damage is caused byarising from the negligence or willful misconduct of SubtenantLandlord, Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all claims, loss, cost, damage, injury, expense and liability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or itsarising from any cause in, on or about the Premises, any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, agents, customers, visitors, invitees, licensees, contractors, assigneesguests or subtenants. Iflicensees of Tenant or any actionsuch person, in, on or proceeding is brought against Sublandlord by reasonabout the Project or any breach of anythe terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing matters, Subtenantindemnity shall upon notice defendnot apply if and from the same at Subtenant’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 Tenant's expense by counsel reasonably satisfactoryoccupancy of the Premises, Tenant shall pay to SublandlordLandlord its costs and Sublandlord shall cooperate with Subtenantexpenses incurred in such defense. Subtenant need not have first paidsuit, including without limitation, its actual professional fees such as reasonable appraisers', accountants' and attorneys' fees. 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 claim in order to be defendedexpiration or indemnified.termination.

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, lossIndemnification 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,Tenant. Except to the extent such injury, death or damage is caused by the negligence or willful misconduct of SubtenantTenant or its employees, agents, customers, visitors, invitees, licensees, contractors, assigneesan Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Claims suffered or subtenants. Ifclaimed against Tenant as a result of: # Landlord’s or any actionLandlord’s Representative’s use or proceeding is brought against Sublandlord by reason of anycontrol of the foregoing matters, Subtenantcommon areas of the Condominium and the Building Structure and Systems; # grossly negligent act or omission or willful misconduct of Landlord or any Landlord’s Representative on or about the Premises or the Condominium, or # any breach of Landlord’s obligations under this Lease. In no event, however, shall upon notice defend the same at Subtenant’Landlord have any liability to Tenant for interruption or loss to Tenant’s expensebusiness or any indirect or consequential damages or for any liability covered 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 orderinsurance policy carried (or required by this Lease to be defendedcarried) by Tenant or indemnified.such person.