Landlord covenants during the Term:

Landlord’s Indemnification. Except as otherwise provided in this Section 17.2 and in Section 17.1 and except to the extent caused by the negligence or willful misconduct of Tenant or Tenant’s Agents, but subject to the waivers in [Section 15.5], Landlord will neither hold nor attempt to hold Tenant, its Affiliated Entities, or their respective Agents liable for, and Landlord will indemnify, hold harmless and defend (with counsel reasonably acceptable to Tenant) Tenant, its Affiliated Entities or their respective Agents from and against, any and all Claims to the extent incurred in connection with or arising from # acts or omissions of Landlord or Landlord’s Agents with respect to the performance of Landlord’s maintenance, repair, restoration and replacement obligations under this Lease constituting negligence or willful misconduct of Landlord or Landlord’s Agents and # any other acts or omissions of Landlord or Landlord’s Agents constituting gross negligence or willful misconduct of Landlord or Landlord’s Agents.

Landlord’s Consent. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

Landlord’s Indemnification. Subject to applicable waivers of subrogation, releases, and limitations on liability (including, without limitation, Section 15.05), except to the extent caused by the negligence or willful misconduct of Tenant or its subtenants or licensees, or any of their respective partners, members, directors, principals, shareholders, officers, agents, employees and contractors (collectively, the “Tenant Indemnified Parties”), Landlord shall indemnify, defend and hold harmless Tenant and the other Tenant Indemnified Parties harmless from and against all claims by any person other than Tenant or any of the other Tenant Indemnified Parties, resulting from # any negligent act or omission (where there is a duty to act) or willful misconduct of Landlord or its officers, agents, employees or contractors and # any breach or default by Landlord of Landlord’s obligations under this Lease beyond any applicable periods of notice and cure, together with all reasonable costs and expenses incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements. None of the events or conditions set forth in this paragraph shall be deemed a constructive or actual eviction or entitle Tenant to any abatement or reduction of Rent. If any action or proceeding is brought against any Tenant Indemnified Party by reason of such claim for which Landlord has liability hereunder, Tenant shall promptly notify Landlord and Landlord, upon notice from such Tenant Indemnified Party shall resist and defend such action or proceeding (using counsel reasonably satisfactory to Tenant. Notwithstanding anything contained herein, in no event shall Landlord be liable to any of the Tenant Indemnified Parties for any consequential or punitive damages.

Landlord’s Title. Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.

Landlord’s Indemnification. Landlord shall indemnify, defend with counsel reasonably satisfactory to Tenant, and hold Tenant harmless from any loss liability, penalties, or expense whatsoever (including but not limited to reasonable attorneys’ fees) resulting from the gross negligence or willful misconduct of Landlord at or with respect to the Property, except to the extent proximately caused by the negligence or willful misconduct of Tenant. This indemnity agreement shall survive the expiration or sooner termination of this Lease.

Landlord’s Non-liability; Indemnification of Landlord. Except for Landlord’s negligence or willful misconduct, Landlord shall not be liable for any loss, damage or injury of any kind or character to any person or property, arising from any use of the Premises, or any part thereof, or caused by any defect in any improvements located on the Premises, or any part thereof, or in any equipment or other facility therein (except as provided in [Section 5.0] above), or caused by or arising from any act or omission of Tenant, or of any subtenants, agents, employees, contractors, subcontractors, licensees, or invitees of Tenant, or arising out of any work or alterations performed by Tenant or any subtenant, or by or from any accident on the Premises, or any part thereof, or any fire or other casualty thereon, or occasioned by the failure of Tenant to maintain the Premises, or any part thereof, in safe condition. Except to the extent of Landlord’s negligence or willful misconduct, Tenant agrees to pay, and to protect, indemnify, and save harmless Landlord from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands, or judgments of any nature whatsoever arising from # any injury to or the death of, any person, or damage to property, in, on or about the Premises, or any part thereof or connected with the use, nonuse, condition, or occupation of the Premises, or any part thereof; # violation by Tenant of any agreement or condition of this Lease; # violation by Tenant of any contract or agreement to which Tenant is a party or of any statute, law, ordinance, or regulation, in each case affecting Tenant’s use of the Premises, or any part thereof; # performance of any labor or services or the furnishing of any materials or other property in respect of the Leased Premises or any part thereof. Landlord, as used in this Section 13.1 shall include the Landlord's Mortgagee and their shareholders, directors, officers, employees, agents, representatives, members, managers, and partners. Any indemnification under this Section 13.1 shall constitute Additional Rent payable within twenty (20) days of demand and shall survive the expiration or termination of this Lease or the termination of Tenant’s tenancy in the Leased Premises, including without limitation, the termination or rejection of this Lease in bankruptcy, but only for such matters that may arise due to the acts or omissions of Tenant or occurring during the Term of the Lease, as applicable.

Landlord’s Representative. Landlord has designated Jim McGlade as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

Landlord’s Representative. Landlord has designated J. Randal Long as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform any obligation under this Lease, and such failure shall continue after notice in excess of the time allowed under [Section 19.1.2], above, unless a specific time period is otherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.