REASONABLE
FEES AND EXPENSES, AND THE COSTS OF CLEANUP, REMEDIATION, REMOVAL AND
RESTORATION, THAT ARE IN ANY WAY RELATED TO ANY MATTER COVERED BY THE FOREGOING
INDEMNITY.
THE PROVISIONS OF THIS SECTION 17.2.1 SHALL SURVIVE THE EXPIRATION
OR TERMINATION OF THIS LEASE.
17.2.2.
LANDLORD INDEMNIFICATION.
LANDLORD HEREBY INDEMNIFIES, DEFENDS AND
HOLDS TENANT HARMLESS FROM AND AGAINST ANY AND ALL LOSSES ACTUALLY SUFFERED OR
INCURRED BY TENANT AS THE SOLE AND DIRECT RESULT OF ANY NEGLIGENT, WILLFUL OR
INTENTIONAL ACTS OR OMISSIONS OF ANY OR ALL OF LANDLORD, AGENT AND ANY PARTIES
WITHIN THE DIRECT AND SOLE CONTROL OF EITHER OR BOTH OF LANDLORD AND AGENT.
IN
THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST TENANT, AND THE
FOREGOING INDEMNITY IS APPLICABLE TO SUCH ACTION OR PROCEEDING, THEN LANDLORD,
UPON NOTICE FROM TENANT, SHALL RESIST AND DEFEND SUCH ACTION OR PROCEEDING BY
COUNSEL REASONABLY SATISFACTORY TO TENANT.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN THIS LEASE, HOWEVER, IN ALL EVENTS AND UNDER ALL
CIRCUMSTANCES, THE LIABILITY OF LANDLORD TO TENANT SHALL BE LIMITED TO THE
INTEREST OF LANDLORD IN THE PROPERTY, AND TENANT AGREES TO LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE
FOR ANY JUDGMENT OR DEFICIENCY.
THE PROVISIONS OF THIS SECTION 17.2.2 SHALL
SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE.
17.3.
FORCE MAJEURE.
THE OBLIGATIONS OF TENANT HEREUNDER SHALL NOT BE
AFFECTED, IMPAIRED OR EXCUSED, AND LANDLORD SHALL HAVE NO LIABILITY WHATSOEVER
TO TENANT, WITH RESPECT TO ANY ACT, EVENT OR CIRCUMSTANCE ARISING OUT OF (A)
LANDLORD'S FAILURE TO FULFILL, OR DELAY IN FULFILLING ANY OF ITS OBLIGATIONS
UNDER THIS LEASE BY REASON OF LABOR DISPUTE, GOVERNMENTAL PREEMPTION OF PROPERTY
IN CONNECTION WITH A PUBLIC EMERGENCY OR SHORTAGES OF FUEL, SUPPLIES, OR LABOR,
OR ANY OTHER CAUSE, WHETHER SIMILAR OR DISSIMILAR, BEYOND LANDLORD'S REASONABLE
CONTROL; OR (B) ANY FAILURE OR DEFECT IN THE SUPPLY, QUANTITY OR CHARACTER OF
UTILITIES FURNISHED TO THE PREMISES, OR BY REASON OF ANY REQUIREMENT, ACT OR
OMISSION OF ANY PUBLIC UTILITY OR OTHERS SERVING THE PROPERTY, BEYOND LANDLORD'S
REASONABLE CONTROL.
18.
DAMAGE OR DESTRUCTION.
18.1.
NOTIFICATION AND REPAIR.
TENANT SHALL GIVE PROMPT NOTICE TO
LANDLORD AND AGENT OF (A) ANY FIRE OR OTHER CASUALTY TO THE PREMISES OR THE
PROPERTY, AND (B) ANY DAMAGE TO, OR DEFECT IN, ANY PART OR APPURTENANCE OF THE
PROPERTY'S SANITARY, ELECTRICAL, HVAC, ELEVATOR OR OTHER SYSTEMS LOCATED IN OR
PASSING THROUGH THE PREMISES OR ANY PART THEREOF.
TENANT SHALL BE LIABLE FOR
ANY CLAIM, LOSS, DAMAGE, COST OR EXPENSE RESULTING FROM TENANT'S FAILURE TO GIVE
LANDLORD THE FOREGOING NOTICE IN A TIMELY MANNER.
SUBJECT TO THE PROVISIONS OF
SECTION 18.3 BELOW, IF EITHER OR BOTH OF THE PROPERTY AND THE PREMISES IS
DAMAGED BY FIRE OR OTHER INSURED CASUALTY, LANDLORD SHALL REPAIR (OR CAUSE AGENT
TO REPAIR) THE DAMAGE AND RESTORE AND REBUILD THE PROPERTY AND/OR THE PREMISES
(EXCEPT FOR TENANT'S PROPERTY) WITH REASONABLE