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COSTS), LIABILITIES, DAMAGES (EXCLUSIVE OF CONSEQUENTIAL,
<br /> INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES), CLAIMS,
<br /> SUITS, ACTIONS AND CAUSES OF ACTIONS. ("CLAIMS"), TO THE EXTENT
<br /> ARISING DIRECTLY OR INDIRECTLY,OUT OF(i)ANY BREACH OF THIS LEASE
<br /> BY LESSEE AND ITS AGENTS, CONTRACTORS,EMPLOYEES,LICENSEES AND
<br /> INVITEES, (COLLECTIVELY THE "LESSEE PARTIES"), (ii) ANY FALSE
<br /> REPRESENTATION OR WARRANTY MADE BY LESSEE HEREIN, AND (iii) ANY
<br /> NEGLIGENT ACT OR OMISSION, GROSS NEGLIGENCE OR WILLFUL
<br /> MISCONDUCT OF THE LESSEE PARTIES IN CONNECTION WITH THIS LEASE,
<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 /> -11-
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