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64. Indemni . Lessee shall indemnify, protect, defend (with counsel satisfactory to Lessor) and hold
<br />harmless Lessor and the Released Parties, from and against any and all claims arising out of,
<br />involving, or in connection with, the use and/or occupancy of the Premises by Lessee or any
<br />Lessee's employees, customers, patients, guests, invitees, directors, trustees, fiduciaries,
<br />representatives, agents, servants, subsidiaries, successors and assigns, and all persons, firms,
<br />corporations and organizations acting in their behalf of the Lessee (collectively, "Lessee Parties")
<br />or any act, omission or negligence of any Lessee and/or any of the Lessee Parties or any Default
<br />and/or Breach by Lessee of any covenants, terms and/or conditions set forth in this Lease, or
<br />under any City Agreement (as defined above) either prior to, during, or after the expiration of the
<br />Term and including any claims brought or arising out of any civil tort or criminal activity;
<br />provided however, that the foregoing indemnification shall not apply to the extent arising out of
<br />the gross negligence or willful misconduct of Lessor or the Released Parties. If any action or
<br />proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon
<br />notice defend the same at Lessee's sole cost and expense by counsel reasonably satisfactory to
<br />Lessor and Lessor shall reasonably cooperate with Lessee in such defense. If Lessor in its sole
<br />discretion shall determine that it is in Lessor's interest to have separate legal counsel, Lessee shall
<br />indemnify Lessor for any legal fees and costs incurred by Lessor for the defense of any such
<br />claims. Lessor need not have first paid any such claims in order to be defended or indemnified
<br />hereunder.
<br />Lessor shall indemnify, protect, defend (with counsel satisfactory to Lessee) and hold harmless
<br />Lessee and the Lessee Parties, from and against any and all claims arising out of, involving, or in
<br />connection with, the gross negligence or willful misconduct of Lessor relating to the Premises
<br />either prior to, during, or after the expiration of the Tenn and including any claims brought or
<br />arising out of any civil tort or criminal activity; provided however, that the foregoing
<br />indemnification shall not apply to the extent arising out of the gross negligence or willful
<br />misconduct of Lessee or the Lessee Parties. If any action or proceeding is brought against Lessee
<br />by reason of any of the foregoing matters, Lessor shall upon notice defend the same at Lessor's
<br />sole cost and expense by counsel reasonably satisfactory to Lessee and Lessee shall reasonably
<br />cooperate with Lessor in such defense. If Lessee in its sole discretion shall determine that it is in
<br />Lessee's interest to have separate legal counsel, Lessor shall indemnify Lessee for any legal fees
<br />and costs incurred by Lessee for the defense of any such claims. Lessee need not have first paid
<br />any such claims in order to be defended or indemnified hereunder.
<br />65. Notices. Notwithstanding anything to the contrary in the Form Lease, all notices, requests, or
<br />demands herein provided to be given or made, or which may be given or made by either party to
<br />the other, shall be given or made only in writing and shall be deemed to have been duly given: (i)
<br />upon delivery, or if delivery is rejected when delivery was attempted, of U.S. Certified Mail,
<br />properly addressed, postage prepaid with return receipt requested; or (ii) upon delivery, or if
<br />delivery is rejected when delivery was attempted, when sent via overnight or express mail
<br />courier, properly addressed and postage prepaid; (iii) when delivered personally at the address
<br />listed below their respective signatures (signature required), or (iv) by e-mail, and if so sent, (a)
<br />the subject line of the e-mail shall state "URGENT: NOTICE TO [LESSEE] [LESSOR]" (or
<br />substantially similar thereto) and (b) followed within one (1) business day by a copy sent by a
<br />method prescribed in (i), (ii) or (iv) above; provided however, that all deliveries or attempted
<br />deliveries shall only be made or attempted to be made on a Business Day. Notwithstanding the
<br />prescribed methods of delivery set forth above, actual receipt of written notice by a party
<br />designated below shall constitute notice given in accordance with the Agreement on the date
<br />received, unless deemed earlier given pursuant to the foregoing methods of delivery. The proper
<br />address to which notices, requests or demands may be given or made by either party shall be the
<br />address set forth for such party as set forth in the Form Lease, or to such other address or to such
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