AND
LIABILITY OF EVERY KIND AND NATURE AND HOWEVER CAUSED, AND TAXES (OF ANY KIND
AND BY WHOMSOEVER IMPOSED), RESULTING FROM, ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THIS LEASE AGREEMENT OR THE PREMISES DESCRIBED HEREIN, OR THE
ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS HEREOF OR THEREOF OR THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, BUT NOT LIMITED TO:
(I)
THE REHABILITATION, RENOVATION AND CONSTRUCTION OF THE
IMPROVEMENTS, THE INSTALLATION OR REMOVAL OF ANY EQUIPMENT OR ANY OTHER WORK OR
THING DONE IN, ON OR ABOUT THE PREMISES OR ANY PART THEREOF;
(II)
ANY USE, NON-USE, POSSESSION, OCCUPATION, ALTERATION, REPAIR,
CONDITION, OPERATION, MAINTENANCE OR MANAGEMENT OF THE PREMISES OR ANY PART
THEREOF OR ADJACENT THERETO;
(III)
NEGLIGENCE ON THE PART OF TENANT OR ANY SUBTENANT OR ANY OF ITS
OR THEIR RESPECTIVE AGENTS, CONTRACTORS, SERVANTS, EMPLOYEES, LICENSEES OR
INVITEES;
(IV)
ANY ACCIDENT, INJURY (INCLUDING DEATH) OR DAMAGE TO ANY PERSON OR
PROPERTY OCCURRING IN, ON OR ABOUT THE PREMISES OR ANY PART THEREOF OR ADJACENT
THERETO;
(V)
ANY FAILURE ON THE PART OF TENANT TO PAY ANNUAL RENT OR TO PERFORM
OR COMPLY WITH ANY OF THE COVENANTS, AGREEMENTS, TERMS OR CONDITIONS CONTAINED
IN THIS LEASE ON ITS PART TO BE PERFORMED OR COMPLIED WITH AND THE EXERCISE BY
LANDLORD OF ANY REMEDY PROVIDED IN THIS LEASE WITH RESPECT THERETO; AND
(VI)
ANY LIEN OR CLAIM WHICH MAY BE ALLEGED TO HAVE ARISEN AGAINST OR
ON THE PREMISES OR ANY PART THEREOF OR ANY OF THE ASSETS OF, OR FUNDS
APPROPRIATED TO, LANDLORD, OR ANY LIABILITY WHICH MAY BE ASSERTED AGAINST
LANDLORD WITH RESPECT THERETO.
(D)
SUCH INDEMNIFICATION SET FORTH ABOVE SHALL BE BINDING UPON TENANT
FOR ANY AND ALL CLAIMS, DEMANDS, EXPENSES, LIABILITIES AND TAXES SET FORTH
HEREIN.
THE LANDLORD SHALL NOT BE LIABLE FOR ANY DAMAGES OR INJURY TO THE
PERSON OR PROPERTY OF TENANT OR ITS TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR
SERVANTS OR PERSONS UNDER THE CONTROL OR SUPERVISION OF TENANT OR ANY OTHER
15
PERSON WHO MAY BE ABOUT THE PREMISES, DUE TO ANY ACT OR NEGLIGENCE OF ANY
PERSON, OTHER THAN WITH RESPECT TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE LANDLORD.
IF ANY CLAIM, ACTION OR PROCEEDING RELATING TO THE PREMISES IS
MADE OR BROUGHT AGAINST LANDLORD, THEN, UPON DEMAND BY LANDLORD, TENANT, AT ITS
SOLE COST AND EXPENSE, SHALL RESIST OR DEFEND SUCH CLAIM, ACTION OR PROCEEDING
IN LANDLORD'S OR TENANT'S NAME, IF NECESSARY, BY THE ATTORNEYS FOR TENANT'S
INSURANCE CARRIER (IF SUCH CLAIM, ACTION OR PROCEEDING IS COVERED BY INSURANCE),
OTHERWISE BY SUCH ATTORNEYS SELECTED BY TENANT AS LANDLORD SHALL REASONABLY
APPROVE, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
NOTWITHSTANDING THE FOREGOING, IF LANDLORD REASONABLY DETERMINES THAT IT IS
APPROPRIATE TO ENGAGE ITS OWN ATTORNEYS THEN LANDLORD, AFTER CONSULTATION WITH
TENANT, MAY ENGAGE ITS OWN ATTORNEYS TO DEFEND IT OR TO ASSIST IN ITS DEFENSE
AND TENANT SHALL PAY THE REASONABLE FEES AND DISBURSEMENTS OF SUCH ATTORNEYS BUT
LANDLORD MAY NOT ENTER INTO ANY SETTLEMENT OF