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DocuSign Envelope ID:CFOA3C46-0329-49E2-B3D4-269BO64BBEC1 <br /> THE CONSTRUCTION, DEVELOPMENT, REDEVELOPMENT, OPERATION AND <br /> USE OF THE LEASED PREMISES AND USE OF AIRPORT IMPROVEMENTS. <br /> LESSEE IS NOT EXCUSED OR RELIEVED OF ITS OBLIGATIONS UNDER THIS <br /> SECTION IF A CLAIM ARISES OUT OF, OR IS CAUSED BY, THE NEGLIGENCE <br /> OR WILLFUL MISCONDUCT OF THE LESSEE PARTIES CONCURRENT WITH <br /> THAT OF THE LESSOR INDEMNIFIED PARTIES. LESSEE SHALL ASSUME ON <br /> BEHALF OF THE LESSOR INDEMNIFIED PARTIES AND CONDUCT WITH DUE <br /> DILIGENCE AND IN GOOD FAITH THE DEFENSE OF ALL CLAIMS AGAINST <br /> ANY OF THE LESSOR INDEMNIFIED PARTIES;PROVIDED,HOWEVER, LESSEE <br /> IS NOT OBLIGATED TO ASSUME THE DEFENSE OF ANY CLAIMS TO THE <br /> EXTENT CAUSED BY LESSOR INDEMNIFIED PARTIES.LESSEE MAY CONTEST <br /> THE VALIDITY OF ANY CLAIMS,IN THE NAME OF THE LESSOR INDEMNIFIED <br /> PARTIES OR LESSEE, AS LESSEE MAY IN GOOD FAITH DEEM APPROPRIATE, <br /> PROVIDED THE EXPENSES THEREOF SHALL BE PAID BY LESSEE SUBJECT TO <br /> THE TERMS OF THIS SECTION 11.02. IN NO EVENT MAY LESSEE ADMIT <br /> LIABILITY ON THE PART OF LESSOR OR AIRPORT MANAGEMENT WITHOUT <br /> THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR'S CITY ATTORNEY. <br /> b. TO THE EXTENT PERMITTED BY LAW, LESSOR SHALL DEFEND, INDEMNIFY <br /> AND HOLD HARMLESS LESSEE AND ITS OFFICERS, EMPLOYEES, AGENTS <br /> (INCLUSIVE OF AIRPORT MANAGEMENT) AND REPRESENTATIVES <br /> (COLLECTIVELY, THE "LESSEE INDEMNIFIED PARTIES"), FROM AND <br /> AGAINST ALL CLAIMS,TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY, <br /> OUT OF (i) ANY BREACH OF THIS LEASE BY LESSOR AND ITS AGENTS, <br /> CONTRACTORS, EMPLOYEES, LICENSEES AND INVITEES, (COLLECTIVELY <br /> THE "LESSEE PARTIES"), (ii) ANY FALSE REPRESENTATION OR WARRANTY <br /> MADE BY LESSOR HEREIN, AND (iii) ANY NEGLIGENT ACT OR OMISSION, <br /> GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LESSOR PARTIES IN <br /> CONNECTION WITH THIS LEASE. LESSOR IS NOT EXCUSED OR RELIEVED OF <br /> ITS OBLIGATIONS UNDER THIS SECTION IF A CLAIM ARISES OUT OF, OR IS <br /> CAUSED BY, THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LESSOR <br /> PARTIES CONCURRENT WITH THAT OF THE LESSEE INDEMNIFIED PARTIES. <br /> LESSOR SHALL ASSUME ON BEHALF OF THE LESSEE INDEMNIFIED PARTIES <br /> AND CONDUCT WITH DUE DILIGENCE AND IN GOOD FAITH THE DEFENSE OF <br /> ALL CLAIMS AGAINST ANY OF THE LESSEE INDEMNIFIED PARTIES; <br /> PROVIDED, HOWEVER, LESSOR IS NOT OBLIGATED TO ASSUME THE <br /> DEFENSE OF ANY CLAIMS TO THE EXTENT CAUSED BY LESSEE <br /> INDEMNIFIED PARTIES. LESSOR MAY CONTEST THE VALIDITY OF ANY <br /> CLAIMS, IN THE NAME OF THE LESSEE INDEMNIFIED PARTIES OR LESSOR, <br /> AS LESSOR MAY IN GOOD FAITH DEEM APPROPRIATE, PROVIDED THE <br /> EXPENSES THEREOF SHALL BE PAID BY LESSOR SUBJECT TO THE TERMS OF <br /> THIS SECTION 11.02. IN NO EVENT MAY LESSOR ADMIT LIABILITY ON THE <br /> PART OF LESSEE WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF <br /> LESSEE. <br /> C. Limitation of Liability. The foregoing and any other indemnity herein shall not be <br /> interpreted as requiring either Party to indemnify any of the Indemnified Parties from any <br /> liability arising solely out of willful misconduct,gross negligence,breach of this Lease or <br /> breach of any strict liability obligations by such Indemnified Parties. <br /> -11- <br />