Common use of Indemnification and Waiver Clause in Contracts

Indemnification and Waiver. 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, subpartners and their respective officers, agents, servants, employees, and independent contractors (individually, a “Landlord Party” and 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 and against any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (collectively, “Losses”)incurred in connection with or arising from: (a) any causes in, on or about the Premises; (b) the use or occupancy of the Premises by Tenant or any person claiming under Tenant; (c) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Premises; (d) any acts, omission, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person, in, on or about the Project (collectively, “Tenant Parties”); (e) any breach, violation, or non-performance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind; (f) any injury or damage to the person, property, or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises under the express or implied invitation of Tenant; (g) the placement of any Tenant’s Property or Tenant’s Off-Premises Equipment; or (h) the use of the Roof Decks (as defined in Section 29.46) by Tenant or any Tenant 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 costs and expenses incurred in such suit, including without limitation, its actual professional fees such as 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. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any Losses arising in connection with any event occurring prior to such expiration or termination.

Indemnification and Waiver. Except for Landlord's negligence and to the extent permitted by law, Tenant hereby assumes all risk of damage agrees to property or injury to persons in, upon or about the Premises from any cause whatsoever and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (individually, a “Landlord Party” and 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, defend and hold harmless the Landlord Parties Landlord, and Landlord's agents and employees, from and against any and all losslosses, costliabilities, damagedamages, expense costs and liability expenses (including without limitation court costs and reasonable attorneys’ ' fees) (collectively, “Losses”)incurred resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in connection with or arising from: (a) any causes in, on or about the Premises; (b) Project and arising from the use or and occupancy of the Premises by Tenant or any person claiming under Tenant; (c) from any activity, work, or thing done, or permitted or suffered by Tenant in or about the Premises; (d) Premises or due to any actsother act or omission of Tenant, omissionits subtenants, or negligence assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations under the provisions of this Paragraph 18. Landlord and its agents and employees shall not be liable for, and Tenant hereby waives all claims against such parties for, damage to property sustained by Tenant or damage to property sustained by any person claiming under Tenant, through Tenant resulting from any accident or occurrence in or upon the contractors, agents, employees, invitees, Premises or visitors of Tenant or any such person, in, on in or about the Project (collectively, “Tenant Parties”); (e) from any breach, violation, or non-performance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind; (f) any injury or damage to the person, property, or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises under the express or implied invitation of Tenant; (g) the placement of any Tenant’s Property or Tenant’s Off-Premises Equipment; or (h) the use of the Roof Decks (as defined in Section 29.46) by Tenant or any Tenant 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 costs and expenses incurred in such suitcause whatsoever, including without limitation, damage caused in whole or in part, directly or indirectly, by the negligence of Landlord or its actual professional fees agents or employees; provided, however, such waiver as appraisers’, accountants’ and attorneys’ fees. Further, Tenant’s agreement to indemnify Landlord pursuant to this Section 10.1 is not intended and property shall not relieve any insurance carrier of its obligations under policies required to only be carried by Tenant pursuant to the provisions of this Lease, effective to the extent such policies cover the matters subject to property is reasonably coverable by Tenant’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any Losses arising in connection with any event occurring prior to such expiration or termination's insurance.

Indemnification and Waiver. Tenant hereby assumes all risk of damage Except for Lessor's negligence, Lessee -------------------------- agrees to property or injury to persons in, upon or about the Premises from any cause whatsoever and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (individually, a “Landlord Party” and 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, defend and hold harmless the Landlord Parties Lessor, and Lessor's partners, officers, directors, agents and employees, from and against any and all lossclaims, costdemands, damageactions, expense liabilities, damages, costs and liability expenses (including without limitation court costs and reasonable attorneys’ ' fees) (collectively, “Losses”)incurred for injuries to any person and damage to or theft or misappropriation or loss of property occurring in connection with or arising from: (a) any causes in, on or about the Premises; (b) Project and arising from the use or and occupancy of the Premises by Tenant or any person claiming under Tenant; (c) from any activity, work, or thing done, or permitted or suffered by Tenant Lessee in or about the Premises; Premises (dincluding, without limitation, any alteration by Lessee) or from any actsbreach or default on the part of Lessee in the performance of any covenant or agreement on the part of Lessee to be performed under this Lease or due to any other act of omission of Lessee, omissionits subtenants, assignees, invitees, employees, contractors and agents. The furnishing SECOND AMENDMENT TO LEASE - Page 5 of 9 ------------------------- of insurance required hereunder shall not be deemed to limit Lessee's obligations under the provisions of this Paragraph. Lessor and its partners, officers, directors, agents and employees shall not be liable for, and Lessee hereby waives all claims against such parties for, injury to persons or negligence of Tenant damage to property sustained by Lessee or any person claiming under Tenant, through Lessee resulting from any accident or occurrence in or upon the contractors, agents, employees, invitees, Premises or visitors of Tenant or any such person, in, on in or about the Project (collectivelyfrom any cause whatsoever, “Tenant Parties”); (e) any breach, violation, or non-performance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind; (f) any except injury or damage to caused in whole or in part directly by the person, property, negligence of Lessor or business of Tenant, its agents or employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises under the express or implied invitation of Tenant; (g) the placement of any Tenant’s Property or Tenant’s Off-Premises Equipment; or (h) the use of the Roof Decks (as defined in Section 29.46) by Tenant or any Tenant 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 costs and expenses incurred in such suit, including without limitation, its actual professional fees such as 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. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any Losses arising in connection with any event occurring prior to such expiration or termination.

Indemnification and Waiver. Tenant hereby assumes all risk of damage to property or injury to persons inTo the extent not prohibited by law, upon or about the Premises from any cause whatsoever and agrees that Landlord, its partners, subpartners partners and their respective officers, agents, servants, employees, and independent contractors (individually, a “Landlord Party” and collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, to Tenant (except as expressly provided in Section 19.7.2 or elsewhere in this Section 10.1 of this Lease) 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, due to the occurrence of any accident or event in or about the Building, Real Property and/or the Parking Areas, or due to any act or neglect of any tenant or occupant of the Building, including the Premises, or of any other person, including without limitation, any damage caused by gas, electricity, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, or to any other cause regardless of whether of an entirely different nature; provided, however, the provisions of this sentence shall not be applicable to any such damage to the extent (i) resulting from the negligence or willful 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] misconduct of Landlord or its agents, contractors, servants or employees, or to any default by Landlord in the observance or performance of any of the terms, covenants or conditions of this Lease to be performed on Landlord's part, and (ii) not insured or required to be insured by Tenant under this Lease. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties Landlord, its partners and their respective officers, agents, servants and employees from and against any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ ' fees) (collectively, “Losses”)incurred incurred in connection with or arising from: (a) from any causes cause in, on or about the Premises, including, without limiting the generality of the foregoing: (A) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed; (bB) the use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant; (cC) the condition of the Premises or any activityoccurrence on the Premises from any cause whatsoever, workexcept to the extent such occurrence is the result of (1) a condition or occurrence originating outside the Premises that is not described in clause (D) hereinbelow, or thing done(2) Hazardous Materials that exist in or outside the Premises as of the Lease Commencement Date or which thereafter were placed in the Premises or found to be in or outside the Premises to the extent not (x) introduced, disposed of or permitted or suffered otherwise caused by Tenant or any of the Tenant Parties or (y) in any tenant improvements, alterations, fixtures, equipment or about personal property installed by or for Tenant in the Premises, Building or Real Property; or (dD) any acts, omission, omissions or negligence of Tenant or any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, visitors or visitors licensees of Tenant or any such person, in, on or about the Project Premises, Real Property, and/or the Parking Areas either prior to (but excluding visitors of Tenant prior to the Lease Commencement Date which shall be governed by the terms and provisions of the Existing Leases), during, or after the expiration of the Lease Term, including, without limitation, any acts, omissions or negligence in the making or performance of any Alterations or the New Tenant Improvements by Tenant, provided that Tenant shall not be required to indemnify and hold Landlord harmless from, nor does Tenant hereby waive any claim against Landlord for, any loss, cost, liability, damage or expense, including, but not limited to, penalties, fines, attorneys' fees or costs (collectively, “Tenant Parties”"Claims"); (e) , to any breachperson, violation, property or non-performance by Tenant entity resulting from the negligence or any person claiming under Tenant willful misconduct of Landlord or the employees, its agents, contractors, invitees, servants or visitors of Tenant or any such person of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind; (f) any injury or damage to the person, property, or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises under the express or implied invitation of Tenant; (g) the placement of any Tenant’s Property or Tenant’s Off-Premises Equipment; or (h) the use of the Roof Decks (as defined in Section 29.46) by Tenant or any Tenant Parties. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy Landlord's operation of the PremisesBuilding, Tenant shall pay Real Property and/or Building Parking Area or the failure of Landlord to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as 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 perform any insurance carrier of its obligations under policies this Lease (except for damage to any improvements or alterations in the Premises [including the New Tenant Improvements1 and Tenant's personal property, fixtures, furniture and equipment in the Premises, to the extent such damage is covered by Tenant's required insurance coverage hereunder, or if Tenant had carried the insurance required hereunder would have been covered; but not to the extent of any insurance deductibles permitted to be carried by Tenant pursuant hereunder). Notwithstanding the foregoing limitations or exceptions to Landlord's liability contained in this Section 10.1, Landlord hereby indemnifies, defends, protects and holds Tenant harmless from any such excluded Claims described in the provisions immediately preceding sentence; provided further that because Landlord is required to maintain property damage insurance on the Building and Tenant compensates Landlord for such insurance as part of Tenant's Share of Direct Expenses and because of the existence of waivers of subrogation set forth in Section 10.4 of this Lease, Landlord hereby indemnifies, defends, protects, and holds Tenant harmless from any Claims for any property damage or loss to any portion of the Building located outside the Premises to the extent such policies Claim is covered by such insurance or damages due to the failure of Landlord to perform any of its obligations under this 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] Lease (or if Landlord had carried the insurance required hereunder would have been covered; but not to the extent of any insurance deductibles permitted to be carried by Landlord hereunder), even if resulting from the negligent acts or omissions of Tenant or those of its agents, contractors, servants, employees or licensees, Similarly, since Tenant must carry property damage insurance pursuant to this Article 10 to cover its personal property within the matters subject Premises and the Real Property, and any tenant improvements and Alterations in the Premises (including the New Tenant Improvements), Tenant hereby indemnifies and holds Landlord harmless from any Claims for any property damage or loss to Tenant’s indemnification obligationsany such items to the extent arising from any event to the extent such Claims are covered by such insurance (or if Tenant had carried the insurance required hereunder would have been covered; nor shall they supersede but not to the extent of any inconsistent agreement insurance deductibles permitted to be carried by Tenant hereunder), even if resulting from the negligent acts or omissions of the parties set forth in any other provision Landlord or those of this Leaseits agents, contractors, servants, employees or licensees. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any Losses arising in connection with any event claims or liability occurring prior to such expiration or termination. No provision of this Section 10.1 shall affect the waivers of subrogation described in Section 10.4 of this Lease. Each party's indemnification obligations hereunder shall include the obligation, at the indemnified party's request, to defend the indemnified party with counsel reasonably acceptable to such indemnified party, at the indemnifying party's sole cost and expense, including all reasonable attorneys' fees and court costs.

Indemnification and Waiver. Tenant hereby assumes all risk of damage -------------------------- to property or and injury to persons persons, in, upon on, or about the Premises from any cause whatsoever and agrees that Landlord, and its partnerspartners and subpartners, subpartners and their respective officers, agents, property managers, servants, employees, and independent contractors (individually, a “Landlord Party” and collectively, “Landlord Parties”"LANDLORD PARTIES") shall not be liable for, and are hereby released from any responsibility for, any damage either to person property or property injury to persons or resulting from the loss of use thereof, which damage or injury is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from and against any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ ' fees) (collectively, “Losses”)incurred incurred in connection with or arising from: from any cause in, on or about the Premises (a) any causes including, without limitation, Tenant's installation, placement and removal of Alterations, improvements, fixtures and/or equipment in, on or about the Premises; (b) the use or occupancy of the Premises by Tenant or any person claiming under Tenant; (c) any activity), work, or thing done, or permitted or suffered by Tenant in or about the Premises; (d) and any acts, omission, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, licensees or visitors invitees of Tenant or any such person, in, on or about the Project (collectivelyPremises, “Tenant Parties”)Building and Real Property; (e) any breachprovided, violationhowever, or non-performance by Tenant or any person claiming under Tenant or that the employees, agents, contractors, invitees, or visitors terms of Tenant or any such person of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind; (f) any injury or damage the foregoing indemnity shall not apply to the person, property, gross negligence or business willful misconduct of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises under the express or implied invitation of Tenant; (g) the placement of any Tenant’s Property or Tenant’s Off-Premises Equipment; or (h) the use of the Roof Decks (as defined in Section 29.46) by Tenant or any Tenant 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 costs and expenses incurred in such suit, including without limitation, its actual professional fees such as 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 LeaseLandlord. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any Losses arising in connection with any event occurring prior to such expiration or terminationLease.

Indemnification and Waiver. Tenant hereby assumes all risk of damage To the extent not prohibited by law and except for claims relating to property or injury to persons inHazardous Materials existing upon, upon under or about the Premises prior to the execution of this Lease or the migration thereon from any cause whatsoever and agrees that offsite sources not caused by Tenant after the execution of this Lease, Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (individually, a “Landlord Party” and collectively, “Landlord Parties”) employees shall not be liable for, and are hereby released from from, any responsibility for, for any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant due to the Premises or any part thereof or any appurtenances thereof needing repair (including any improvements, materials, or equipment relating to telephone or telecommunication systems), or due to the occurrence of any accident or event in or about the Project, or due to any act or neglect of any tenant or occupant of the Project, including the Premises, or of any other person. The provisions of this Section 10.1 shall apply particularly, but not exclusively, to damage caused by gas, electricity, steam, sewage, sewer gas or odors, fire, water, or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other persons claiming through Tenantcause of an entirely different nature. Tenant further agrees that all personal property upon the Premises or Project shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties its respective officers, agents, servants, and employees from and against any and all loss, cost, damage, expense and expense, liability (including without limitation court costs and reasonable attorneys’ ' fees) ), penalties, and charges (collectively, “Losses”)incurred the "Claims") incurred in connection with or arising from: (a) from any causes cause in, on on, or about the Premises, including, without limiting the generality of the foregoing: (i) any failure by Tenant in the observance or performance of any of the terms, covenants, or conditions of this Lease on Tenant's part to be observed or performed; (bii) the use or occupancy of the Premises by Tenant or any person claiming by, through, or under Tenant; (ciii) the condition of the Premises or any activityoccurrence or happening on the Premises from any cause whatsoever, workexcluding claims arising out of Hazardous Materials existing upon, or thing done, or permitted or suffered by Tenant in under or about the PremisesPremises prior to the execution of this Lease or the migration thereon from offsite sources not caused by Tenant after the execution of this Lease; or (div) any acts, omissionomissions, or negligence of Tenant or of any person claiming by, through, or under Tenant, or of the contractors, agents, servants, employees, invitees, invitees or visitors licensees of Tenant or any such person, in, on on, or about the Premises or anywhere else within the Project (collectivelyto the extent relating to their activities on the Premises, “Tenant Parties”); (e) including, without limitation, any breachacts, violationomissions, or non-negligence in the making or performance by of any Alterations (whether prior to or during the Lease Term), provided Tenant shall not indemnify Landlord or any person claiming under Tenant or the employeesits respective officers, agents, contractorsservants, inviteesand employees, from any Claim arising out of or visitors related to their gross negligence or will misconduct. Landlord shall defend, indemnify, and hold harmless Tenant from and against any and claims arising out of Tenant or any such person of any term, covenant, or provision Hazardous Materials existing upon the Premises prior to the execution of this Lease or any law, ordinance, or governmental requirement of any kind; (f) any injury or damage to the person, property, or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon migration thereon from offsite sources caused by Landlord after the Premises under the express or implied invitation of Tenant; (g) the placement of any Tenant’s Property or Tenant’s Off-Premises Equipment; or (h) the use of the Roof Decks (as defined in Section 29.46) by Tenant or any Tenant 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 costs and expenses incurred in such suit, including without limitation, its actual professional fees such as 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 execution of this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease. The respective obligations of the parties under this Section 10.1 are subject to the following conditions: (i) the party seeking indemnity ("Indemnitee") shall promptly notify the other party ("Indemnitor") of any Claims; (ii) the Indemnitee shall not take any actions, including an admission of liability, that would bar the Indemnitor from enforcing any applicable coverage of insurance held by the Indemnitor or prejudice any defense of the Indemnitor in any legal proceedings pertaining to such Claim or otherwise prevent the Air Cargo Lease A-Mark 2014 - 19 - Indemnitor from defending itself or the indemnitee with respect to such Claim; (iii) the Indemnitee shall not enter into any Losses arising settlement agreement or arrangement without the prior consent of the Indemnitor, which consent may be granted or withheld in connection the Indemnitor's sole discretion; (iv) the indemnification obligations of the Indemnitor shall not apply to the extent that the Indemnitee actually receives insurance proceeds with any event occurring prior respect to such expiration or terminationClaim, and (v) for any liability that Landlord may have under this Lease to Tenant, Landlord shall not be liable to Tenant for any damages whatsoever to the extent said damages are insured under the insurance policies required to be maintained by Tenant under Section 10.3.