Common use of Release and Indemnity Clause in Contracts

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to 16.1 Tenant shall indemnify, defend, defend and hold Beneficiary harmless Landlord against and Trustee harmless from any and all lossesclaims, costs, claimsactions, damages, penaltiesliability and expenses, liabilitiesincluding reasonable attorneys' fees, causes arising from or out of actionTenant's use of the Premises or from the conduct of its business or from any activity, judgmentswork, court or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, attorney fees and other legal expensesdamages, costs of evidence of title, cost of evidence of valueattorneys' fees, and other expenses (collectivelyliabilities incurred in defense of any such claim of any action or proceeding brought thereon, "Expenses")including any action or proceeding brought against Landlord by reason of such claim. Tenant, including, but not limited to, any Expenses incurred or accruing after the foreclosure as a material part of the lien consideration to Landlord, hereby assumes all risk of this Deed of Trustdamage to property or injury to persons in the Premises, which either may suffer or incur and which directly or indirectly arises from any cause except to the extent arising out of or is resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises. 16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any way connected with the breach and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presenceactivity, use, generation, manufacture, storage, disposal, transportation, Releasework, or threatened Release of any Hazardous Substance on other things done by Landlord, its agents, employees or contractors in or about the PropertyOutdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including the soils and groundwaters, caused any action or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary proceeding brought against Tenant by reason of acts such claim. 16.3 Except to the extent arising out of or omissions occurring prior to resulting from Landlord's negligent act or following omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the recordation person, goods, wares, merchandise or property of this Deed of Trust. Trustor's obligations will survive the satisfactionTenant, releaseits employees, invitees or customers, or cancellation by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the IndebtednessPremises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the release and reconveyance or partial release and reconveyance terms of this Deed Article 12 shall govern with respect to any events of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustcasualty.

Release and Indemnity. Trustor: --------------------- As material consideration to Landlord, Tenant agrees that, except as otherwise provided herein, Landlord shall not be liable to Tenant for any damage to Tenant or Tenant's property from any cause, except for damages resulting from Landlord's gross negligence or willful misconduct or resulting from Landlord's ordinary negligence to the extent that (ai) releases Landlord and/or its property manager for the Project has received prior notice specifically describing the activity or condition allegedly constituting ordinary negligence by Landlord, and Landlord thereafter continues to engage in such activity or otherwise fails to commence and diligently pursue to completion the cure of such activity or condition within a reasonable period of time, and (ii) the results of such ordinary negligence are not covered by insurance required to be carried by Landlord or Tenant under the terms of this Lease, and, except as otherwise provided herein, Tenant waives any future all claims against Beneficiary Landlord for indemnity damage to persons or contribution property arising for any reason, except for damage resulting directly from Landlord's gross negligence or willful misconduct (or resulting from Landlord's ordinary negligence to the extent that (i) Landlord and/or its property manager for the Project has received prior notice specifically describing the activity or condition allegedly constituting ordinary negligence by Landlord, and Landlord thereafter continues to engage in such activity or otherwise fails to commence and diligently pursue to completion the event Trustor becomes liable for cleanup cure of such activity or other condition within a reasonable period of time, and (ii) the results of such ordinary negligence are not covered by insurance required to be carried by Landlord or Tenant under the terms of this Lease) or Landlord's breach of this Lease. Except to the extent otherwise provided herein, Tenant shall indemnify and hold Landlord, its subsidiaries, officers, shareholders, directors, agents and employees harmless from all damages including attorneys' fees and costs under arising out of any Hazardous Substance Laws damage to any person or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiaryproperty occurring in, on demandor about the Premises or Tenant's use of the Premises or Tenant's breach of any term of this Lease. Furthermore, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to Landlord shall indemnify, defend, and hold Beneficiary harmless Tenant and Trustee harmless its affiliates from liability for any and all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney liabilities and costs (including attorneys' fees and other legal expensesdisbursements) arising from the gross negligence and willful misconduct of Landlord, costs of evidence of titleits agents, cost of evidence of valueemployees, contractors, invitees and licensees or arising from Landlord's ordinary negligence to the extent that (i) Landlord and/or its property manager for the Project has received prior notice specifically describing the activity or condition allegedly constituting ordinary negligence by Landlord, and other expenses Landlord thereafter continues to engage in such activity or otherwise fails to commence and diligently pursue to completion the cure of such activity or condition within a reasonable period of time, and (collectively, "Expenses"), including, but ii) the results of such ordinary negligence are not limited to, any Expenses incurred covered by insurance required to be carried by Landlord or accruing after Tenant under the foreclosure of the lien terms of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or Lease. This indemnification is in any way connected with the breach of any environmental provision either addition to that indemnification by Landlord provided in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation Section 8.f. of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of TrustLease.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to 16.1 Tenant shall indemnify, defend, defend and hold Beneficiary harmless Landlord against and Trustee harmless from any and all lossesclaims, costs, claimsactions, damages, penaltiesliability and expenses, liabilitiesincluding reasonable attorneys' fees, causes arising from or out of actionTenant's use of the Premises or from the conduct of its business or from any activity, judgmentswork, court or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, attorney fees and other legal expensesdamages, costs of evidence of title, cost of evidence of valueattorneys' fees, and other expenses (collectivelyliabilities incurred in defense of any such claim of any action or proceeding brought thereon, "Expenses")including any action or proceeding brought against Landlord by reason of such claim. Tenant, including, but not limited to, any Expenses incurred or accruing after the foreclosure as a material part of the lien consideration to Landlord, hereby assumes all risk of this Deed of Trustdamage to property or injury to persons in the Premises, which either may suffer or incur and which directly or indirectly arises from any cause except to the extent arising out of or is resulting from Landlord's (or its agents', employees' or contractors') negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises. 16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any way connected with the breach and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presenceactivity, use, generation, manufacture, storage, disposal, transportation, Releasework, or threatened Release of any Hazardous Substance on other things done by Landlord, its agents, employees or contractors in or about the PropertyOutdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including the soils and groundwaters, caused any action or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary proceeding brought against Tenant by reason of acts such claim. 16.3 Except to the extent arising out of or omissions occurring prior to resulting from Landlord's negligent act or following omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the recordation person, goods, wares, merchandise or property of this Deed of Trust. Trustor's obligations will survive the satisfactionTenant, releaseits employees, invitees or customers, or cancellation by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the IndebtednessPremises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the release and reconveyance or partial release and reconveyance terms of this Deed Article 12 shall govern with respect to any events of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustcasualty.

Release and Indemnity. Trustor: --------------------- (a) releases The Parent and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiaryeach Borrower hereby agrees, on demandbehalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for all any losses, costs and or expenses incurred by Beneficiary any Loan Party or Affiliate thereof in connection with the loss of any reviewmortgage recording tax credits pertaining to any Assigned Mortgage, approvalany Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, consentand without limitation of any of the Borrowers’ obligations under Section 10.04(b), or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) each Borrower shall and hereby jointly and severally agrees to indemnify, defend, defend and hold Beneficiary harmless the Administrative Agent, each Lender and Trustee harmless each other Indemnitee from and against any and all losses, costs, claims, damages, penalties, liabilities, causes deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by any Indemnitee in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 2.22) or any suit, cause of action, judgmentsclaim, court costsarbitration, attorney fees and investigation or settlement, consent decree, subpoena or other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other partyproceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the cost failure of any required or necessary repairPerson to pay any mortgage recording taxes associated with any Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, cleanup, remedy, or detoxification spreading and/or assignment of any Hazardous Substance Assigned Mortgage and the preparation any 109 related splitting and/or assignment of any closure, remedial action, Indebtedness under the Term A Note or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustany Revolving Credit Note.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiarya. Visitor hereby releases, on demandwaives, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defendforever discharges, and hold Beneficiary covenants not to sue SHCA, its respective agents, officers, directors, employees, representatives, tenants, partners, and Trustee harmless from all other persons or entities associated with SHCA (all of the foregoing parties, including without limitation SHCA, are collectively referred to hereinafter as the “Released Parties”), with respect to all losses, costsdamages, expenses, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney judgments or other liabilities (including attorneys’ fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"costs), includingwhether known or unknown, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises arising out of any injury, damage, death or is other loss in any way connected with Visitor’s use of the breach Gym or Visitor’s presence on or about the Property. Visitor hereby waives all claims it may have against the Released Parties, and agrees that neither Visitor, nor anyone acting by, through or on behalf of Visitor, will make a claim or file a lawsuit of any environmental provision either in this Deed kind against any one or more of Trust the Released Parties, as a result of any injury, damage, death or other loss suffered regardless of the negligence of any person, including but not limited to the negligence of any one or more of the Released Parties. b. Visitor hereby agrees, to defend and indemnify (“indemnify” meaning protect by reimbursement or payment) and hold each of the Released Parties harmless with respect to all losses, damages, expenses, claims, causes of action, judgments or other liabilities (including attorneys’ fees and costs), whether known or unknown: (i) arising out of any injury, damage, death or other loss in any Loan Document way connected with Visitor’s use of the Gym or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance Visitor’s presence on or about the Property, regardless of the negligence of any person, including but not limited to the soils and groundwatersnegligence of any one or more of the Released Parties; and/or, caused (ii) brought by a co-visitor or permitted any other person, including anyone acting by, through or on behalf of Visitor, arising out of any injury, damage, death or other loss claimed to be caused, in whole or in part, by Trustor, any prior owner Visitor’s use of the Gym or operator of Visitor’s presence on or about the Property, any adjoining landowner or any other party, including, without limitation, regardless of the cost negligence of any required or necessary repairperson, cleanup, remedy, or detoxification including but not limited to the negligence of any Hazardous Substance one or more of the Released Parties. The foregoing Release and Indemnity includes any losses claimed to be caused, in whole or in part, by the preparation negligence or omission of any closure, remedial action, one or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation more of the IndebtednessReleased Parties and includes, the release and reconveyance but is not limited to, claims for personal injury, property damage, wrongful death, products liability, breach of contract or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustotherwise.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) Borrower agrees to reimburse Beneficiaryrelease and indemnify, on demand--------------------- defend and hold Lender harmless from and against all liabilities, for all claims, actions, damages, costs and expenses incurred (including all reasonable legal fees and expenses of Lender's counsel) arising out of or resulting from construction of the Improvements, including any defective workmanship or materials; any failure to satisfy any of the Governmental Requirements; Lender's performance of any act permitted under the Letter of Credit Documents (excluding Lender's gross negligence or willful misconduct); breach of any representation or warranty made or given by Beneficiary Borrower to Lender; breach of any obligation of Borrower contained in any of the Letter of Credit Documents; or any claim or cause of action of any kind by any party that Lender is liable for any act or omission committed or made by Borrower or any other person or entity in connection with any reviewthe ownership, approvalsale, consent, operation or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator development of the Property, the Chino Property or the construction of the Improvements, whether on account of any adjoining landowner theory of derivative liability, comparative negligence or otherwise. Upon demand by Lender, Borrower shall defend any other partyaction or proceeding brought against Lender arising out of or alleging any claim of action covered by this indemnity, includingall at Borrower's own cost alternative, without limitationLender may elect to conduct its own defense at the expense of Borrower. Notwithstanding the provisions of the two preceding sentences, Borrower shall have the right to provide the defense of Lender (which this paragraph requires) by counsel of Borrower's choosing, whom Lender shall have the right to approve in its reasonable judgment. Borrower's right to so provide Lender's defense shall apply so long as there is no conflict or divergence of interest between the interest of Lender and the interest of Borrower in the provision of the defense. Lender shall have the right, in its sole discretion, to determine whether a conflict or divergence of interest exists; if Lender determines that a conflict or divergence of interest exists, Borrower shall retain separate counsel to conduct the defense of Lender, which separate counsel shall be acceptable to Lender in its reasonable judgment. The provisions of this paragraph shall survive the termination of this Agreement, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation repayment of the Indebtedness, amounts due to Lender under the release and reconveyance or partial release and reconveyance of this Deed of TrustReimbursement Agreement, and the foreclosure release of the lien Property or any portion of this it from the Trust Deed of Trust or deed in lieu and the release of the Deed Chino Property or any portion of Trustit from the Chino Trust Deed.

Release and Indemnity. TrustorTenant agrees that Landlord, its management agent and their respective officers, directors, shareholders, employees and agents shall not be liable to Tenant, its employees, agents, contractors and invitees for, and Tenant hereby releases such parties from, any damage, compensation, liability, loss or claim from any cause, other than Landlord's breach of its obligations under this Lease or the willful misconduct of Landlord or its management agent, relative to or arising from: --------------------- (ai) releases and waives any future claims against Beneficiary loss or damage to personal property, equipment, machinery, furniture, trade fixtures or Tenant installed or paid for indemnity improvements in or contribution about the Premises; (ii) lost profits, business interruption or other consequential damages arising out of the interruption in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure use of the lien of this Deed of Trust, which either may suffer Premises; (iii) any injury to person or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance damage to property on or about the PropertyPremises caused by any act or omission of Tenant, its agents, employees, contractors, customers, or invitees; (iv) any criminal act by any person other than Landlord or its management agent; or (v) or arising from the improvements located on the Premises being out of repair or the failure or cessation of any service provided by Landlord, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, utilities (except to the cost extent due to the negligent acts of Landlord). Tenant agrees to hold harmless, defend (with counsel reasonably approved by Landlord) and indemnify Landlord against any damage, compensation, liability, loss or claim arising out of any required personal injury, death or necessary repairproperty loss or damage occurring in or about the Premises during the Lease Term, cleanupregardless of when such claim is made, remedyexcept to the extent caused by the negligence or willful misconduct of Landlord. Landlord agrees to hold harmless, defend and indemnify Tenant against any damage, compensation, liability, loss or claim arising out of any personal injury, death or property loss or damage occurring in, or detoxification of any Hazardous Substance and about the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation Common Areas of the IndebtednessProject during the Lease Term, regardless of when such claim is made, except to the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure extent of the lien negligence or willful misconduct of this Deed of Trust or deed in lieu of the Deed of TrustTenant, its employees, agents, contractors and invitees.

Release and Indemnity. Trustor: --------------------- (a) Licensee releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, shall defend, indemnify and hold Beneficiary harmless the Town, its successors and Trustee harmless assigns, and the respective elected officials, employees, contractors and agents of the Town (collectively referred to as the “Indemnitees”) from any and all claims, losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees damages and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises reasonable attorneys’ fees) arising out of or is in connection with any way connected with the breach of Licensee’s Attachments of Communication Facilities to Poles, Licensee’s performance of any environmental provision either in this Deed work or installation or maintenance of Trust or in any Loan Document or as a consequence its Communications Facilities, the operation of any Release of Licensee’s Communications Facilities or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, ReleaseCommunications Service, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedyLicensee’s system, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior of Licensee or any of its suppliers or contractors of any tier, the respective successors and assigns of Licensee or any such suppliers or contractors, the directors, officers, employees and agents of each of the foregoing, or anyone acting on Licensee’s behalf in connection with said Attachments of Communication Facilities to Poles, Licensee’s performance of any work or installation or maintenance of its Communications Facilities, the operation of any of Licensee’s Communications Facilities or Communications Service, or Licensee’s system, unless caused by the negligence or intentional acts of the Indemnitees. Such indemnity, protection and hold harmless shall include any demand, claim, suit or judgment for damages to property or injury to or following death of persons, including officers, agents, and employees of either Party hereto including payment made under or in connection with any Worker’s Compensation Law or under any plan for employees’ disability or death benefits, which may arise out of or be caused or contributed to by the recordation erection, maintenance, presence, use or removal of this Deed of Trust. TrustorLicensee's obligations will survive Attachments or Communications Facilities or by the satisfaction, release, or cancellation proximity of the Indebtednessrespective cables, wires, apparatus and appliances of Licensee including any claims or demands of customers of the release and reconveyance Licensee with respect thereto. The Town shall not be liable to the Licensee or partial release and reconveyance of this Deed of Trustto the Licensee’s customers, and the foreclosure Licensee hereby indemnifies, protects and saves harmless the Town against any and all such claims or demands, suit or judgment for loss, liability, damages and expense by the Licensee’s customers, for any interruption to the service of the lien Licensee, or for interference with the operation of the cables, wires, and appliances of the Licensee, or for interference with the operation of the cables, wires, and appliances of the Licensee unless caused by the negligence or intentional acts of the Town. The Town is willing to permit Attachments to Poles for the fees described in this Agreement only in consideration of and in reliance upon such release, indemnity and hold harmless. The Licensee’s obligation to indemnify pursuant to this Paragraph 16.3 shall survive the termination of this Deed of Trust or deed in lieu of the Deed of TrustAgreement.

Release and Indemnity. TrustorTenant shall indemnify, defend and hold Landlord harmless from all damages arising out of: --------------------- (ai) releases the use or occupancy or manner of use or occupancy of the Premises by Tenant or any Tenant-Related Parties; (ii) any activity, work or thing done, pe1mitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and waives (v) any future claims against Beneficiary for indemnity injury or contribution damage to the person or property or Tenant, or any Tenant-Related Parties or any other person entering upon the Premises under the express or implied invitation of Tenant (in each case, other than damages proximately caused by Landlord). If Landlord is named or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees foregoing terms of this Section, Tenant shall pay to reimburse Beneficiary, on demand, for all Landlord its reasonable costs and expenses reasonably incurred in that suit, including without limitation, court costs and fees for the professional services of appraisers, accountants, attorneys and expert witnesses. Landlord shall indemnify, defend and hold tenant harmless from all damages arising out of any damage to any person, other than Tenant and Tenant-Related Parties, or property, arising out of or proximately caused by Beneficiary activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (other than damages proximately caused by Tenant or a Tenant-Related Party), or Landlord's breach of any term of this Lease. If Tenant is named or joined as a defendant in any suit brought in connection with any review, approval, consent, or inspection relating a claim with respect to which Landlord has indemnified Tenant in accordance with the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien foregoing terms of this Deed of TrustSection, which either may suffer or incur Landlord shall pay to Tenant its reasonable costs and which directly or indirectly arises out of or is expenses reasonably incurred in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Propertythat suit, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, court costs and fees for the cost professional services of any required or necessary repairappraisers, cleanupaccountants, remedy, or detoxification of any Hazardous Substance attorneys and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation expert witnesses. The terms of this Deed of Trust. Trustor's obligations will Section shall survive the satisfaction, release, expiration or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance earlier termination of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of TrustLease.

Release and Indemnity. Trustor: --------------------- (a) releases In consideration of the rights and waives privileges granted herein, the Township shall assume all liability and obligation for any future claims and all loss, damage or injury (including death), by reason of fire, accident or otherwise, to all persons or property, howsoever arising, as a result of or connected in any way with the use and occupation of the Licenced Lands, the performance of the Work or that would not have occurred but for the granting of the rights granted herein, save and except for any loss, damage or injury (including death) arising out of OPG’s gross negligence or willful misconduct or for whom it is in law responsible. the Township does hereby release and forever discharge OPG, its subsidiary and affiliated corporations, predecessors, agents, successors, assigns and all persons acting on its and their behalf (together, the “OPG Indemnitees”), from all claims, actions, suits, demands or any proceedings which are attributable to or connected with, or arising from, or that would not have occurred but for the granting of this Licence, the Work, or the use and occupation of the Licenced Lands by the Township, whatsoever including any charges, expenses or costs associated therewith, and whether arising in law, equity, or otherwise and in further considerations of same. the Township hereby agrees to indemnify and save harmless the OPG Indemnitees from and against Beneficiary all such claims, actions, suits, demands or proceedings which are attributable to or connected with, or arising from, or that would not have occurred but for indemnity the granting of this Licence, the Work, or contribution the use and occupation of the Licenced Lands by the Township whatsoever, including any expenses or costs associated therewith, and whether arising in the event Trustor becomes liable law, equity or otherwise, save and except for cleanup any loss damage or other costs under any Hazardous Substance Laws injury (including death) arising out of OPG’s gross negligence or under any Hazardous Substance Claim;willful misconduct. (b) agrees to reimburse Beneficiary, All personal property owned by or in the possession of the Township on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, Licenced Lands shall be at the Default Rate; andsole risk of the the Township. OPG shall not be liable for any loss or damage thereto, however occurring. The Township releases and indemnifies the OPG Indemnitees from all claims and demands in respect of any such loss or damage. (c) agrees With respect to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes Hazardous Substances which are on or under or about the Licenced Lands as of action, judgments, court costs, attorney fees and other legal expenses, costs the initial date of evidence the Access Period (“Prior Hazardous Substances”) or any breach or violation of title, cost any Environmental Law respecting the Lands which existed prior to the initial date of evidence of value, and other expenses the Access Period (collectively, "Expenses"“Prior Environmental Law Breaches”), including, but not limited to, any Expenses incurred the Township shall have no responsibility or accruing after obligation whatsoever to remediate the foreclosure of Licenced Lands in relation to Prior Hazardous Substances or to rectify Prior Environmental Breaches except to the lien of this Deed of Trust, which either may suffer extent that a liability or incur and which directly obligation to remediate Prior Hazardous Substances or indirectly arises to rectify Prior Environmental Law Breaches has resulted or arisen out of or is in any way connected with would not otherwise have occurred but for the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release Township’s activities on the presenceLicenced Lands during the Access Period. The Township agrees that OPG is not obliged to provide the Township or any of its Authorized Representatives with a list of or any information relating to Hazardous Substances on, under, or about the Licenced Lands and that if such a list or information is required to be provided to any of the Township’s Authorized Representatives, pursuant to statute or otherwise, this is the Township’s obligation alone. (d) Without limiting the foregoing, if at any time OPG or the Township is required by any governmental authority pursuant to any Environmental Laws to take remedial action in respect of Hazardous Substances or any breach or violation of Environmental Laws respecting the Licenced Lands which would not have occurred but for the granting of this Licence or the Township’s or its Authorized Representatives’ use, generationoccupation, manufactureactivities or Work on the Licenced Lands, storagethen the Township shall, at its cost, take all required remedial action in respect of the Hazardous Substances or breach or violation of Environmental Law, including any repairs or replacements to the Licenced Lands and the facilities and the removal, treatment, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils restoration and groundwaters, caused or permitted by Trustor, any prior owner or operator replacement of the Property, any adjoining landowner soil or any other party, including, without limitation, part of the cost Licenced Lands. (e) The obligations of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of Township under this Deed of Trust. Trustor's obligations Section 9 will survive the satisfaction, release, expiration or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance termination of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of TrustLicence.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to 16.1 Tenant shall indemnify, defend, defend and hold Beneficiary harmless Landlord against and Trustee harmless from any and all lossesclaims, costs, claimsactions, damages, penaltiesliability and expenses, liabilitiesincluding reasonable attorneys’ fees, causes arising from or out of actionTenant’s use of the Premises or from the conduct of its business or from any activity, judgmentswork, court or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant’s reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, attorney fees and other legal expensesdamages, costs of evidence of title, cost of evidence of valueattorney’s fees, and other expenses (collectivelyliabilities incurred in defense of any such claim of any action or proceeding brought thereon, "Expenses")including any action or proceeding brought against Landlord by reason of such claim. Tenant, including, but not limited to, any Expenses incurred or accruing after the foreclosure as a material part of the lien consideration to Landlord, hereby assumes all risk of this Deed of Trustdamage to property or injury to persons in the Premises, which either may suffer or incur and which directly or indirectly arises from any cause except to the extent arising out of or is resulting from Landlord’s (or its agents’, employees’ or contractors’) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises. 16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any way connected with the breach and all claims, actions, damages, liability and expenses, including reasonable attorneys’ fees, arising from or out of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presenceactivity, use, generation, manufacture, storage, disposal, transportation, Releasework, or threatened Release of any Hazardous Substance on other things done by Landlord, its agents, employees or contractors in or about the PropertyOutdoor Areas and Common Areas on Landlord’s Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord’s Parcels or Buildings, and from all costs, damages, attorney’s fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including the soils and groundwaters, caused any action or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary proceeding brought against Tenant by reason of acts such claim. 16.3 Except to the extent arising out of or omissions occurring prior to resulting from Landlord’s negligent act or following omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the recordation person, goods, wares, merchandise or property of this Deed of Trust. Trustor's obligations will survive the satisfactionTenant, releaseits employees, invitees or customers, or cancellation by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the IndebtednessPremises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord’s contractors. Further, notwithstanding the foregoing, the release and reconveyance or partial release and reconveyance terms of this Deed Article 12 shall govern with respect to any events of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustcasualty.

Release and Indemnity. Trustor: --------------------- (a) releases As material consideration to Landlord, and waives any future claims against Beneficiary for indemnity or contribution except in the event Trustor becomes of Landlord's negligence or intentional misconduct, Tenant agrees that Landlord and its employees, officers, partners and directors shall not be liable for cleanup any injury or damage to the person, property, or business of Tenant, its employees, invitees, permitees, customers, or any other costs person in or about the Premises from any cause, and Tenant waives all claims against such parties for damage to persons or property arising for any reason, except only for damage or injury resulting directly from Landlord's breach of its express obligations under this Lease which Landlord has not cured within a reasonable time after receipt of written notice of such breach from Tenant or to the extent such claims arise from Landlord's negligence or intentional misconduct. In no event shall Landlord have any Hazardous Substance Laws liability for any act or under omission of Tenant, its employees, invitees, permitees or customers, or of any Hazardous Substance Claim; other tenant of the Project or its employees, invitees, permitees or customers. Tenant shall indemnify and hold harmless Landlord (b) agrees to reimburse Beneficiaryand its employees, on demandofficers, for partners, and directors), the Premises and the Project, from and against all damages, injuries, liabilities, losses, claims, costs and expenses incurred by Beneficiary in connection with any review(including without limitation Landlord's reasonable attorney fees) related to acts, approvalevents or omissions occurring in, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the PropertyPremises, including the soils and groundwaters, caused or permitted by Trustor, arising out of or in any prior owner way related to Tenant's use or operator occupancy of the PropertyPremises, Tenant's breach of any adjoining landowner term of this Lease, or any other partywork, includingactivity or thing done, without limitationpermitted or suffered by Tenant in, on or about the cost of any required Premises or necessary repairthe Project, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary unless caused by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. TrustorLandlord's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustintentional misconduct.

Release and Indemnity. TrustorAs material consideration to Landlord, Tenant agrees that Landlord, its agents, successors-in-interest with respect to the Premises and their respective directors, officers, partners, members, employees, shareholders, agents and representatives and the directors, officers, partners, members, employees, shareholders, agents and representatives of the partners or members of Landlord (collectively, the “Landlord Indemnified Parties”) shall not be liable to Tenant or any of the Tenant Parties for: --------------------- (ai) releases and waives any future claims against Beneficiary damage to any property entrusted to employees of the Premises, Landlord or the Landlord Indemnified Parties, (ii) loss or damage to any property by theft or otherwise, (iii) consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein, or (iv) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other causes whatsoever. Landlord and/or the Landlord Indemnified Parties shall not be liable for indemnity interference with light or contribution other incorporeal hereditaments, nor shall Landlord or the Landlord Indemnified Parties be liable for any latent defects in the event Trustor becomes liable for cleanup Premises. Tenant shall give prompt notice to Landlord in case of fire or other costs under any Hazardous Substance Laws accidents in the Premises and of defects therein or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiaryin the fixtures or equipment located therein. To the fullest extent permitted by law, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) Tenant agrees to indemnify, defenddefend (with counsel satisfactory to Landlord) and hold harmless Landlord and the Landlord Indemnified Parties from (i) all claims, actions liabilities, and hold Beneficiary proceedings arising from Tenant’s use of the Premises or the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant, its agents, contractors, sublessees, employees or invitees, in or about the Premises and Trustee harmless any breach or default in the performance of any obligation to be performed by Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant, or of its agents, contractors, employee or invitees, and (ii) any and all losses, costs, attorneys’ fees, expenses and liabilities incurred with respect to any such claims, damages, penaltiesactions, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of valueor proceedings, and other expenses (collectivelyin the event any actions or proceedings shall be brought against Landlord by reason of such claims, "Expenses")Tenant, includingupon notice from Landlord, but not limited toshall defend the same at Tenant’s expense by counsel approved in writing by Landlord. Tenant hereby assumes all risk of damage to property or injury to person in, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on upon or about the PropertyPremises from any cause whatsoever, including and Tenant hereby waives all its claims in respect thereof against Landlord. Notwithstanding anything to the soils contrary contained in this Paragraph 15 or elsewhere in this Lease, Tenant shall not be required to indemnify and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner hold Landlord or any other partyLandlord Indemnified Parties harmless from any claims, includingactions, without limitationliabilities, and proceedings to the cost extent resulting from the negligence or willful misconduct of Landlord or any required or necessary repairLandlord Indemnified Parties (the “Landlord Indemnified Claims”), cleanupand, remedysubject to the limitations contained in Paragraph 27 of this Lease, or detoxification of Landlord agrees to indemnify and hold Tenant harmless from and against any Hazardous Substance and all such Landlord Indemnified Claims (except for damage to Tenant’s personal property, fixtures, furniture and equipment in the preparation of any closurePremises, remedial action, or other required plans, whether that action to the extent Tenant is required or necessary to obtain insurance coverage therefor pursuant to the terms of this Lease) and any and all reasonable costs, attorneys’ fees, expenses and liabilities incurred with respect to any such Landlord Indemnified Claims to the extent the same shall be brought against Tenant by reason of acts or omissions occurring prior claims subject to or following the recordation of this Deed of Trustindemnity. Trustor's Landlord’s and Tenant’s indemnification obligations under this paragraph will survive the satisfaction, release, expiration or cancellation earlier termination of this Lease and are not intended to and will not relieve any insurance carrier of its obligations under policies required to be carried by Landlord and/or by Tenant pursuant to the Indebtednessprovisions of this Lease. As used herein, the release term “liabilities” shall include all suits, actions, claims and reconveyance demands and all expenses (including attorneys’ fees and costs of defense) incurred in or partial release about any such liability and reconveyance any action or proceeding brought thereon. If any claim shall be made or any action or proceeding brought against Landlord on the basis of any liability described in this Deed of TrustParagraph 15, and Tenant shall, upon notice from Landlord, defend the foreclosure of same at Tenant’s expense by counsel reasonably satisfactory to Landlord. It is understood that payment shall not be a condition precedent to recovery upon the lien of this Deed of Trust or deed in lieu of the Deed of Trustforegoing indemnity.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) Borrower agrees to reimburse Beneficiaryrelease and indemnify, on demanddefend and hold Lender harmless from and against all liabilities, for all claims, actions, damages, costs and expenses incurred (including all reasonable legal fees and expenses of Lender’s counsel) arising out of or resulting from construction of the Improvements, including any defective workmanship or materials; any failure to satisfy any of the Requirements; Lender’s performance of any act permitted under the Loan Documents (excluding Lender’s willful misconduct); breach of any representation or warranty made or given by Beneficiary Borrower to Lender; breach of any obligation of Borrower contained in any of the Loan Documents; or any claim or cause of action of any kind by any party that Lender is liable for any act or omission committed or made by Borrower or any other Person in connection with the ownership, sale, operation or development of the Property or any reviewProject or the construction of any Improvements, approvalwhether on account of any theory of derivative liability, consentcomparative negligence or otherwise. Upon demand by Lender, Borrower shall defend any action or inspection relating proceeding brought against Lender arising out of or alleging any claim or cause of action covered by this indemnity, all at Borrower’s own cost and by counsel to be approved by Lender in the environmental provisions in this Deed exercise of Trust together with interestits reasonable judgment. In the alternative, after demand, Lender may elect to conduct its own defense at the Default Rate; and (c) agrees expense of Borrower. The provisions of this Section 13.12 shall survive the repayment of the Loan. Notwithstanding the foregoing, Borrower shall not be obligated to release and indemnify, defend, defend and hold Beneficiary and Trustee Lender harmless from all losses, costsand against any liabilities, claims, actions, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees costs and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises arising out of or is in resulting from any way connected with construction activities that take place after Lender has acquired the breach applicable Property or Project by foreclosure or acceptance of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustthereof.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, 17.1 Tenant shall indemnify and hold Beneficiary harmless Landlord and Trustee harmless the City of Hayward, its officers, agents and employees, against and from any and all lossesclaims, costs, claimsactions, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees liability and other legal expenses, costs including attorneys' fees, arising from or out of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure Tenant's use of the lien Premises or from the conduct of this Deed of Trustits business or from any activity, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Releasework, or threatened Release of any Hazardous Substance on other things done, permitted or suffered by the Tenant in or about the PropertyPremises. Tenant shall further indemnify and hold Landlord and the City of Hayward, including its officers, agents and employees, harmless from any and all claims arising from any breach or default in the soils and groundwaters, caused or permitted by Trustor, performance of any prior owner or operator obligation on Tenant's part to be performed under the terms of the PropertyLease, or arising from any adjoining landowner act or negligence of the Tenant, or any other partyofficer, includingagent, without limitationemployee, the cost guest or invitee of Tenant, and from all costs, damages, attorney's fees, and liabilities incurred in defense of any required such claim of any action or necessary repairproceeding brought thereon including any action or proceeding brought against Landlord by re ason of such claim. Tenant, cleanupas a material part of the consideration to Landlord, remedyhereby assumes all risk of damage to property or injury to persons in, upon or about the Premises, from any cause other than Landlord's negligence. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises. 17.2 Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or detoxification by any other person in or about the Premises caused by or resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether the said damage or injury results from conditions arising upon the Demised Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation tenant of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of TrustShopping Center.

Release and Indemnity. Trustor: --------------------- In consideration of this Agreement and subject to its full implementation and transfer of Remaining Inventory and Assets, as provided for herein, the Association, on behalf of itself, officers, successors, subrogees, executors, administrators and assigns, does hereby forgive PEC's Obligation and, in that regard, does voluntarily and knowingly release and discharge PEC, its officers, directors, affiliates, subsidiaries, parent company, agents, contractors and employees, past, present and future, from any and all claims, liabilities, demands, rights, damages, costs, attorneys' fees (a) releases including but not limited to any claim of entitlement for attorneys' fees under any contract, statute, or rule of law allowing a prevailing party or plaintiff to recover attorneys' fees), expenses and waives any future claims against Beneficiary for indemnity controversies which Association may now have or contribution have at anytime in the event Trustor becomes liable future relating to PEC's Obligation, as defined hereinabove. The Association agrees to fully exonerate, indemnify and hold PEC harmless from and against all claims, liabilities, demands, rights, damages, costs, attorney's fees (including but not limited to any claim of entitlement for cleanup or other costs attorneys' fees under any Hazardous Substance Laws contract, statute or under any Hazardous Substance Claim; rule of law allowing a prevailing party or plaintiff to recover attorneys' fees), expenses and controversies, based upon or arising out of the Association's sales practices or damage or injury (bincluding death) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred persons or property caused by Beneficiary and/or sustained in connection with the Association's management, operation, development and/or sales of interest in the Resort upon the Effective Date of this Agreement; and further agrees, if requested by PEC, to assume without expense to PEC, the defense of any reviewsuch claims or actions, approvalunless such damage or injury was caused by PEC's negligence or willful misconduct. The parties agree and acknowledge that except as to forgiveness of PEC's Obligation and indemnification of PEC for the future actions of the Association, consentthe Association does not intend and will not release, discharge or inspection relating to the environmental provisions in this Deed of Trust together with interestindemnify PEC for any claims, after demandliabilities, at the Default Rate; and (c) agrees to indemnifydemands, defendrights, and hold Beneficiary and Trustee harmless from all lossesdamages, costs, attorney's fees, expenses and controversies which the Association, its members or any other person (natural or corporate) may have now or in the future against PEC relating to PEC's management, development or sale of interests in the Resort. PEC shall fully exonerate, indemnify and hold the Association, its officials, agents, contractors and employees, past, present and future, harmless from and against all claims, liabilities demands, rights, damages, penalties, liabilities, causes of action, judgments, court costs, attorney attorneys' fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, including but not limited toto any claim of entitlement for attorney's fees under any contract, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Releasestatute, or threatened Release rule of any Hazardous Substance on law allowing a prevailing party or about the Propertyplaintiff to recover attorney's fees), including the soils expenses and groundwaterscontroversies, caused based upon or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust.arising

Release and Indemnity. Trustor: --------------------- (a) releases Assignee (on behalf of itself and waives its affiliates) does hereby release, acquit, and forever discharge Assignor, its affiliates, and their respective officers, directors, partners, members, employees, agents, representatives, and lenders (collectively, "Dynegy Released Persons") from any future claims and all demands, claims, suits, actions, proceedings, and investigations, at common law, statutory, contractual or otherwise, known or unknown, contingent or otherwise, suspected or unsuspected, asserted or unasserted, and whether arising out of written documents, unwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise, which the Assignee currently has or might have against Beneficiary for indemnity the Dynegy Released Persons, that now exist or contribution may arise in the event Trustor becomes liable for cleanup future out of any Assumed Obligation (collectively "Claims"). THE CLAIMS RELEASED SHALL ALSO INCLUDE THOSE CLAIMS ARISING OUT OF THE STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY, INCLUDING BUT NOT LIMITED TO THE DYNEGY RELEASED PERSONS, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE. Neither Assignee nor any of its affiliates shall file or bring any Claim in or before any city, state, federal, or other costs under government court or agency or arbitration tribunal with respect to any Hazardous Substance Laws or under Claim. Assignee shall not transfer any Hazardous Substance Claim;Claim to any third party. (b) agrees to reimburse BeneficiaryAssignee shall defend, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary harmless the Dynegy Released Persons from and Trustee harmless from against (i) any and all Claims released herein that may at any time be asserted by Assignee or by any other person or entity, by assignment, subrogation or otherwise, by, through, under or on behalf of Assignee, and for all judgments, damages, losses, fines, penalties, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, legal expenses (collectively, "Losses") suffered or incurred by the cost Dynegy Released Persons in defending against any Claims, except for Claims or Losses brought by third parties contesting Assignor's right, title, and interest in the Warrants. The indemnification rights under this Section 6(b) are independent of and in addition to such rights and remedies as Assignor and the other Dynegy Released Persons may have at law or in equity or otherwise for any required or necessary repairmisrepresentation, cleanup, remedybreach of warranty, or detoxification of any Hazardous Substance and the preparation of any closurefailure to fulfill, remedial actionsatisfy, or other required planscomply with any agreement, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfactioncovenant, releaseobligation, or cancellation condition hereunder by Assignee, none of the Indebtedness, the release and reconveyance which rights or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust remedies shall be affected or deed in lieu of the Deed of Trustdiminished hereby.

Release and Indemnity. Trustor: --------------------- (a) releases Grantor, its agents, employees, representatives, and waives affiliated entities shall not be liable to Grantee, or to Grantee's Authorized Users for any future claims against Beneficiary for indemnity injury to person or contribution damage to property caused by any act, omission, or neglect of Grantee, its Authorized Users or any other person entering the Access Easement Properties under the invitation of Grantee or arising out of the use of the Access Easement Properties by Grantee or its Authorized Users and the conduct of its business or out of a default by Grantee in the event Trustor becomes performance of its obligations hereunder. Grantee hereby indemnities and holds Grantor harmless from all liability and claims for any such damage or injury and agrees to defend Grantor from all such liability and claims. Grantee, its agents, employees, representatives, and affiliated entities shall not be liable to Grantor or to Grantor's agents, servants, employees, contractors, customers, or invitees for cleanup any injury to person or damage to property caused by any act, omission, or neglect of Grantor, `its agents, servants, employees, contractors, invitees, licensees, or any other costs person entering the Access Easement Properties under any Hazardous Substance Laws the invitation of Grantor or under any Hazardous Substance Claim;arising out of the use of the Access Easement Properties by Grantor and the conduct of its business or out of a definite by Grantor in the performance of its obligations hereunder, unless such is caused by the negligence or willful i-misconduct of Grantee or by Grantee's failure to perform its obligations hereunder. (b) agrees Grantee, its agents, employees, representatives, and affiliated entities shall not be liable to reimburse BeneficiaryGrantor for any injury to person or damage to property caused by any act, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consentomission, or inspection relating to neglect of Grantor or any other person entering the environmental provisions in this Deed Access Easement Properties under the invitation of Trust together with interest, after demand, at Grantor or arising out of the Default Rate; and (c) agrees to indemnify, defend, use of the Access Easement Properties by Grantor and hold Beneficiary the conduct of its business. Grantor hereby indemnifies and Trustee holds Grantee harmless from all lossesliability and claims for any such damage or injury and agrees to defend Grantee from all such liability and claims. Grantor, costsits agents, claimsemployees, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of valuerepresentatives, and other expenses (collectivelyaffiliated entities shall not be liable to Grantee or to Grantee's agents, "Expenses")servants, includingemployees, but not limited tocontractors, customers, or Authorized Users for any Expenses incurred injury to person or accruing after the foreclosure damage to property caused by any act, omission, or neglect of Grantee, its agents, servants, employees, contractors, or Authorized User or arising out of the lien use of this Deed the Access Easement Properties by Grantee and the conduct of Trust, which either may suffer its business or incur and which directly or indirectly arises out of a default by Grantee in the performance of its obligations hereunder, unless such is caused by the negligence or is in any way connected with the breach willful misconduct of any environmental provision either in this Deed of Trust Grantor or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior Grantor's failure to or following the recordation of this Deed of Trust. Trustor's perform its obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trusthereunder.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust.

Release and Indemnity. TrustorTenant shall indemnify, defend and hold Landlord harmless from all damages arising out of: --------------------- (ai) releases the use or occupancy or manner of use or occupancy of the Premises by Tenant or any Tenant-Related Parties; (ii) any activity, work or thing done, permitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and waives (v) any future claims against Beneficiary for indemnity injury or contribution damage to the person or property or Tenant, or any Tenant-Related Parties or any other person entering upon the Premises under the express or implied invitation of Tenant (in each case, other than damages proximately caused by Landlord). If Landlord is named or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees foregoing terms of this Section, Tenant shall pay to reimburse Beneficiary, on demand, for all Landlord its reasonable costs and expenses reasonably incurred in that suit, including without limitation, court costs and fees for the professional services of appraisers, accountants, attorneys and expert witnesses. Landlord shall indemnify, defend and hold tenant harmless from all damages arising out of any damage to any person, other than Tenant and Tenant-Related Parties, or property, arising out of or proximately caused by Beneficiary activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (other than damages proximately caused by Tenant or a Tenant-Related Party), or Landlord's breach of any term of this Lease. If Tenant is named or joined as a defendant in any suit brought in connection with any review, approval, consent, or inspection relating a claim with respect to which Landlord has indemnified Tenant in accordance with the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien foregoing terms of this Deed of TrustSection, which either may suffer or incur Landlord shall pay to Tenant its reasonable costs and which directly or indirectly arises out of or is expenses reasonably incurred in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Propertythat suit, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, court costs and fees for the cost professional services of any required or necessary repairappraisers, cleanupaccountants, remedy, or detoxification of any Hazardous Substance attorneys and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation expert witnesses. The terms of this Deed of Trust. Trustor's obligations will Section shall survive the satisfaction, release, expiration or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance earlier termination of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of TrustLease.

Release and Indemnity. Trustor: --------------------- (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) agrees to 16.1 Tenant shall indemnify, defend, defend and hold Beneficiary harmless Landlord against and Trustee harmless from any and all lossesclaims, costs, claimsactions, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees liability and other legal expenses, costs including reasonable attorneys' fees, arising from or out of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure Tenant's use of the lien Premises or from the conduct of this Deed of Trustits business or from any activity, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Releasework, or threatened Release of any Hazardous Substance on other things done, permitted or suffered by the Tenant in or about the PropertyPremises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of the Lease, or arising from any act or negligence of Tenant, or any officer, agent, employee, guest, or invitee of Tenant while in the Building, and from all costs, damages, attorney's fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including the soils and groundwaters, caused any action or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any Hazardous Substance and the preparation of any closure, remedial action, or other required plans, whether that action is required or necessary proceeding brought against Landlord by reason of acts such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or omissions occurring prior injury to persons in, upon or following about the recordation Premises, from any cause other than the negligence or willful misconduct of this Deed Landlord, its agents or employees. Tenant shall give prompt notice to Landlord in case of Trust. Trustor's obligations will survive casualty or accidents in the satisfactionPremises. 16.2 Landlord shall not be liable for injury or damage which may be sustained by the person, releasegoods, wares, merchandise or property of Tenant, its employees, invitees or customers, or cancellation by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the IndebtednessPremises, or from the release and reconveyance breakage, leakage, obstruction or partial release and reconveyance of this Deed of Trust, and the foreclosure other defects of the lien of this Deed of Trust pipes, sprinklers, wires, appliances, plumbing, air conditioning or deed in lieu lighting fixtures of the Deed same, whether said damage or injury results from conditions arising upon the Premises or from other source except those injuries or damages caused by Landlord's negligence. Landlord shall not be liable for any damages arising from any act or neglect of Trustany other tenant of the Building.

Release and Indemnity. Trustor: --------------------- (a) The Lessee agrees that The Delta Mill Society shall not be liable for any bodily injury to or death of, and/or loss or damage to any property belonging to the Lessee or its employees, invitees, or guests or any other person in, on, or about the Licensed Area or Building, or for any interruption in the Event carried on in the Licensed Area. The Lessee releases and waives discharges The Delta Mill Society from any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiaryand all actions, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed causes of Trust together with interest, after demand, at the Default Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costsaction, claims, damages, penaltiesdemands, liabilitiesexpenses, causes and liabilities which the Lessee now or hereafter may have, suffer, or incur, notwithstanding that the negligence or other conduct or omission of actionthe Delta Mill Society or anyone for whose conduct the Delta Mill Society is responsible may have caused or contributed to such matter. The Lessee agrees to indemnify and save harmless The Delta Mill Society in respect of all claims for bodily injury or death, judgmentsproperty damage, court or other loss or damage arising from the Event or any act or omission of the Lessee or any agent, employee, invitee, or guest of the Lessee, and in respect of all costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses liabilities incurred by The Delta Mill Society in connection with or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises arising out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Propertysuch claims, including the soils expenses of any actions or proceeding pertaining thereto, and groundwaters, caused in respect of any of its covenants and obligations under this License Agreement. This indemnity shall survive the expiry of termination of this Agreement. If The Delta Mill Society is restricted from or permitted by Trustor, unable to supply the Rental Area on the Rental Date during all or any prior owner or operator portion of the PropertyRental Hours for reasons beyond the reasonable control of The Delta Mill Society, including governmental action, strikes, lock-outs, failure of utility services, fire, earthquake, wind, lightening, flood, insurrection, failure to obtain any adjoining landowner of the Additional Equipment or Services, the Lessee releases The Delta Mill Society from all liability, costs, expenses action, claims, or suits. If The Delta Mill Society is unable or restricted from providing the Rental Area for any other party, including, without limitationreason, the cost of any required or necessary repairLessee does hereby acknowledge and agree that The Delta Mill Society’s maximum liability arising from costs, cleanupexpenses actions, remedyclaims, or detoxification of any Hazardous Substance and suits which the preparation of any closure, remedial action, Lessee may have either in law or other required plans, whether that action equity is required or necessary by reason of acts or omissions occurring prior limited to or following an amount equivalent to the recordation of this Deed of Trust. Trustor's obligations will survive Basic Facility Rental as set out in the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of TrustFee Schedule on page 3 hereof.

Release and Indemnity. Trustor: --------------------- (a) releases The Parent and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiaryeach Borrower hereby agrees, on demandbehalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for all any losses, costs and or expenses incurred by Beneficiary any Loan Party or Affiliate thereof in connection with the loss of any reviewmortgage recording tax credits pertaining to any Assigned Mortgage, approvalany Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, consentand without limitation of any of the Borrowers’ obligations under Section 10.04(b), or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and (c) each Borrower shall and hereby jointly and severally agrees to indemnify, defend, defend and hold Beneficiary harmless the Administrative Agent, each Lender and Trustee harmless each other Indemnitee from and against any and all losses, costs, claims, damages, penalties, liabilities, causes deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by any Indemnitee in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 2.22) or any suit, cause of action, judgmentsclaim, court costsarbitration, attorney fees and investigation or settlement, consent decree, subpoena or other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other partyproceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the cost failure of any required or necessary repairPerson to pay any mortgage recording taxes associated with any Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, cleanup, remedy, or detoxification spreading and/or assignment of any Hazardous Substance Assigned Mortgage and the preparation any related splitting and/or assignment of any closure, remedial action, Indebtedness under the Term A Note or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior to or following the recordation of this Deed of Trust. Trustor's obligations will survive the satisfaction, release, or cancellation of the Indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustany Revolving Credit Note.