TENANT
HEREBY ASSUMES ALL RISK OF DAMAGE TO PROPERTY OR INJURY TO PERSONS IN, UPON OR
ABOUT THE PREMISES FROM ANY CAUSE WHATSOEVER AND AGREES THAT LANDLORD, ITS
PARTNERS, MEMBERS, SUBPARTNERS, PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR
RESPECTIVE OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND INDEPENDENT CONTRACTORS
(COLLECTIVELY, "LANDLORD PARTIES") SHALL NOT BE LIABLE FOR, AND ARE HEREBY
RELEASED FROM ANY RESPONSIBILITY 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) ("CLAIMS AND EXPENSES") INCURRED IN CONNECTION WITH
OR ARISING FROM ANY CAUSE IN OR ON THE PREMISES, ANY NEGLIGENCE OR WILLFUL
MISCONDUCT OF TENANT OR OF ANY PERSON CLAIMING BY, THROUGH OR UNDER TENANT, OR
OF THE CONTRACTORS, AGENTS, SERVANTS, OR EMPLOYEES OF TENANT OR ANY SUCH PERSON,
IN OR ON THE PROJECT, OR ANY BREACH OF THE TERMS OF THIS LEASE, EITHER PRIOR TO
OR DURING THE LEASE TERM, PROVIDED THAT THE TERMS OF THE FOREGOING INDEMNITY
SHALL NOT APPLY TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD PARTIES.
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 REASONABLE COSTS AND EXPENSES INCURRED IN SUCH SUIT,
INCLUDING WITHOUT LIMITATION, ITS ACTUAL PROFESSIONAL FEES SUCH AS REASONABLE
APPRAISERS', ACCOUNTANTS' AND ATTORNEYS' FEES.
FURTHER, TENANT'S AGREEMENT TO
INDEMNIFY LANDLORD 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 TENANT PURSUANT TO THE PROVISIONS OF THIS LEASE, TO THE EXTENT SUCH
POLICIES COVER THE MATTERS SUBJECT TO TENANT'S INDEMNIFICATION OBLIGATIONS; NOR
SHALL THEY SUPERSEDE ANY INCONSISTENT AGREEMENT OF THE PARTIES SET FORTH IN ANY
OTHER PROVISION OF THIS LEASE.
NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS
LEASE, NEITHER LANDLORD NOR TENANT SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL DAMAGES FOR A BREACH OR DEFAULT UNDER THIS LEASE, PROVIDED THAT
THIS SENTENCE SHALL NOT BE APPLICABLE TO ANY CONSEQUENTIAL DAMAGES WHICH MAY BE
INCURRED BY LANDLORD RELATING TO, OR IN CONNECTION WITH ANY HOLDOVER BY TENANT
FOLLOWING THE EXPIRATION OF THE LEASE TERM, SUBJECT TO AND IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLE 16 HEREOF.
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.
SUBJECT TO THE PROVISIONS OF THIS SECTION 10.1,
LANDLORD SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD TENANT AND ITS PARTNERS,
SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES (COLLECTIVELY, "TENANT PARTIES") HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS AND EXPENSES INCURRED IN CONNECTION WITH, OR
ARISING FORM (I) ANY CAUSE