LICENSEES OF TENANT OR ANY SUCH
PERSON, IN, ON OR ABOUT THE PROJECT OR ANY BREACH OF THE TCCS 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 TO THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF LANDLORD OR ANY LANDLORD PARTY.
SHOULD LANDLORD BE NAMED
AS A DEFENDANT IN ANY SUIT BROUGHT AGAINST TENANT IN CONNECTION WITH OR ARISING
OUT OF TENANT'S OCCUPANCY OF THE PREMISES, TENANT SHALL PAY TO LANDLORD ITS
COSTS AND EXPENSES INCURRED IN SUCH SUIT, INCLUDING WITHOUT LIMITATION, ITS
ACTUAL PROFESSIONAL FEES SUCH AS APPRAISERS', ACCOUNTANTS' AND ATTORNEYS' FEES.
LANDLORD SHALL INDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS TENANT, ITS
PARTNERS, AND THEIR RESPECTIVE OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND
INDEPENDENT CONTRACTORS (COLLECTIVELY, "TENANT PARTIES") FROM ANY AND ALL LOSS,
COST, DAMAGE, EXPENSE AND LIABILITY (INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEYS' FEES) ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
LANDLORD IN, ON OR ABOUT THE PROJECT (EXCLUDING THE PREMISES), EXCEPT TO THE
EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE TENANT PARTIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS LEASE, EITHER PARTY'S
AGREEMENT TO INDEMNIFY THE OTHER PARTY PURSUANT TO THIS SECTION 10.1 IS NOT
INTENDED AND SHALL NOT RELIEVE ANY INSURANCE CARRIER OF ITS OBLIGATIONS UNDER
POLICIES REQUIRED TO BE CARRIED BY SUCH PARTY PURSUANT TO THE PROVISIONS OF THIS
LEASE.
IN ADDITION, EITHER PARTY'S AGREEMENT TO INDEMNIFY THE OTHER PARTY AS
SET FORTH IN THIS SECTION 10.1 SHALL BE INEFFECTIVE TO THE EXTENT THE MATTERS
FOR WHICH SUCH PARTY AGREED TO INDEMNIFY THE OTHER PARTY ARE COVERED BY
INSURANCE REQUIRED TO BE CARRIED BY THE NON-INDEMNIFYING PARTY PURSUANT TO 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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, NOTHING IN
THIS LEASE SHALL IMPOSE ANY OBLIGATIONS ON TENANT OR LANDLORD TO BE RESPONSIBLE
OR LIABLE FOR, AND EACH HEREBY RELEASES THE OTHER FROM ALL LIABILITY FOR,
CONSEQUENTIAL DAMAGES OTHER THAN THOSE CONSEQUENTIAL DAMAGES INCURRED BY
LANDLORD IN CONNECTION WITH A HOLDOVER OF THE PREMISES BY TENANT AFTER THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE OR INCURRED BY LANDLORD IN
CONNECTION WITH ANY REPAIR, PHYSICAL CONSTRUCTION OR IMPROVEMENT WORK PERFORMED
BY OR ON BEHALF OF TENANT IN THE PROJECT, BUT TENANT SHALL NOT BE RESPONSIBLE
FOR ANY
32
*** CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION.
DIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM LANDLORD'S OR CONTRACTOR'S ACTS
IN CONNECTION WITH THE COMPLETION BY LANDLORD OF THE IMPROVEMENTS IN THE
PREMISES PURSUANT TO THE WORK LETTER AGREEMENT OR LANDLORD'S OWNERSHIP OR
REMOVAL OF ANY ALTERATIONS THAT ARE NOT REQUIRED TO BE REMOVED BY TENANT
PURSUANT TO ARTICLE 8, ABOVE.
10.2
LANDLORD'S FIRE, CASUALTY AND LIABILITY INSURANCE.
10.2.1
LANDLORD SHALL MAINTAIN COMMERCIAL/COMPREHENSIVE