Common use of Release and Indemnity Clause in Contracts

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower Each of the Borrowers and each other Loan Party Guarantors does hereby agrees, on behalf of itself release and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless forever discharge the Administrative Agent, London Agent, the Canadian Agent, each Bank of the Lenders, each of the Issuing Lenders and each other Indemnified Related Party of any of the foregoing from and against any and all lossesclaims, costs, claimsdemands, damages, liabilitiesactions, deficienciescross-actions, judgments causes of action, costs and expenses (including legal expenses), of any kind or expenses nature whatsoever, whether based on law or equity, which any of every kind said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and nature (includingdischarge shall and does include, without limitation, amounts paid in settlementany claims of usury, court costs fraud, duress, misrepresentation, lender liability, control, exercise of remedies and the fees all similar items and the reasonable and documented feesclaims, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigationwhich may, investigationor could be, claim or proceeding or any advice rendered in connection therewith) actually incurred asserted by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any other Loan Party) in connection withclaims, arising out ofdemands, or by reason ofdamages, any of the transactions or arrangements contemplated under this Section 12.21 or any suitactions, cause cross-actions, causes of action, claimcosts and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any Indemnitee, arbitration(b) in the case of Section 2.14 of the Credit Agreement, investigation the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or settlement(d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, consent decreeexcept for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, subpoena or other proceeding relating theretorespectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, any lossesSection 10.03 of the Credit Agreement, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided agrees that such indemnity shall not, as to any Indemnified Party, be available to the extent such this Amendment and losses, claims, damages, liabilities or damages and expenses related expenses (A) result from a material breach thereto shall be covered by such Indemnified Party of its indemnification obligations under to the same extent as the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower The Parent and each other Loan Party Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of Borrower’s the Borrowers’ obligations under Section 12.04(b10.04(b), each Borrower shall and hereby jointly and severally agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank Lender and each other Indemnified Party Indemnitee from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any 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 any Indemnified Party 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) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) Indemnitee in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 2.22) or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, spreading and/or assignment of any mortgage note in respect Assigned Mortgage and any 109 related splitting and/or assignment of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations Indebtedness under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner Term A Note or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)Revolving Credit Note.

Release and Indemnity. The Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing the BankNote Property Mortgage. Furthermore, and without limitation of any of the Borrower’s obligations under Section 12.04(b10.04(b), the Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank Lender and each other Indemnified Party Indemnitee from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party Indemnitee incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party Indemnitee or asserted against any Indemnified Party Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 2.19 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing the BankNote Property Mortgage and (ii) the assignment of the BankNote Property Mortgage and any mortgage note in respect related splitting and/or assignment of any Refinancing MortgageIndebtedness under the BankNote Property Mortgage Note; provided that such indemnity shall not, as to any Indemnified PartyIndemnitee, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan DocumentsDocuments by, or the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnified Partyof, in each caseany Indemnitee, as determined by a court of competent jurisdiction in a final, non-appealable by final and nonappealable judgment; or (B) constitute indirect, special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or . (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoingd).

Release and Indemnity. Borrower The Parent and each other Loan Party Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of Borrower’s the Borrowers’ obligations under Section 12.04(b10.04(b), each Borrower shall and hereby jointly and severally agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank Lender and each other Indemnified Party Indemnitee from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any 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 any Indemnified Party 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) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) Indemnitee in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 2.22) or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, spreading and/or assignment of any mortgage note in respect Assigned Mortgage and any related splitting and/or assignment of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations Indebtedness under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner Term A Note or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)Revolving Credit Note.

Release and Indemnity. Borrower Participant is voluntarily participating in the Activity with full knowledge, understanding and each other Loan Party appreciation of the risks of injury inherent and expressly assumes all risks of injury and even death, which could occur by reason of Participant's participation in the Activity. Participant hereby agreesirrevocably, on behalf unconditionally, and forever releases, acquits, quitclaims, and discharges the Released Parties of itself and its Affiliatesfrom any and all liabilities, that neither the Administrative Agent nor any Bank shall be responsible for any lossescharges, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss actions, complaints, causes of action, claims, obligations, promises, controversies, damages, suits, proceedings, expenses, and demands of any mortgage recording tax credits pertaining kind or nature whatsoever, whether currently known or unknown, suspected or unsuspected, currently existing, arising or accruing in the future based upon, arising out of, related to, or connected in any way with Participant's participation in the Activity or any collateral matters thereto including, without limitation, medical treatment and transportation provided in the event of an emergency. Participant hereby assumes full responsibility for risks of bodily injury, property damage or death to any Refinancing Mortgage. FurthermoreParticipant due to the ordinary negligence or gross negligence of the Released Parties or the ordinary negligence, and without limitation gross negligence, or willful misconduct of any of Borrower’s obligations under Section 12.04(b)third party including, Borrower shall and hereby without limitation, others participating in the Activity. Participant agrees to indemnify, defend defend, reimburse, and hold harmless harmless, at Participant's sole cost, the Administrative AgentReleased Parties for, each Bank and each other Indemnified Party from from, and against any and all claims, losses, costs, claimsdamages, damagesjudgments, actions, liabilities, deficienciesobligations, judgments or expenses expenses, which may be threatened against or incurred or undertaken by any one or more of every kind and nature (the Released Parties, whether currently known or unknown, liquidated or contingent, currently existing, arising or accruing in the future based upon, arising out of, related to, or connected in any way with Participant's participation in the Activity or any collateral matters thereto including, without limitation, amounts paid medical treatment and transportation provided in settlementthe event of an emergency. All personal property of Participant brought to the Activity, court costs is brought at the sole risk of Participant as to its theft, damage, or loss. Participant acknowledges and agrees that the fees and the reasonable and documented feesReleased Parties shall have no liability or obligation to Participant with respect to, charges and disbursements of any counsel for any Indemnified Party incurred arising from, related to, or in connection with any litigation, investigation, claim Participant's participation in the Activity or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any the personal property of the transactions Participant brought to or arrangements contemplated under this Section 12.21 left at the Club. Participant assumes full liability for any risks, injury, death or any suitdamage, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person should they allow someone else to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as use their Access Card to any Indemnified Party, be available gain access to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under pools and participate in the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)Activity.

Release and Indemnity. Borrower Each of the Borrowers and each other Loan Party Guarantors does hereby agrees, on behalf of itself release and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless forever discharge the Administrative Agent, London Agent, the Canadian Agent, each Bank of the Lenders, each of the Issuing Lenders and each other Indemnified Related Party of any of the foregoing from and against any and all lossesclaims, costs, claimsdemands, damages, liabilitiesactions, deficienciescross-actions, judgments causes of action, costs and expenses (including legal expenses), of any kind or expenses nature whatsoever, whether based on law or equity, which any of every kind said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and nature (includingdischarge shall and does include, without limitation, amounts paid in settlementany claims of usury, court costs fraud, duress, misrepresentation, lender liability, control, exercise of remedies and the fees all similar items and the reasonable and documented feesclaims, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigationwhich may, investigationor could be, claim or proceeding or any advice rendered in connection therewith) actually incurred asserted by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or Guarantor, but such release, waiver, acquittal and discharge shall and does not include any other Loan Party) in connection withclaims, arising out ofdemands, or by reason ofdamages, any of the transactions or arrangements contemplated under this Section 12.21 or any suitactions, cause cross-actions, causes of action, claimcosts and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any Indemnitee, arbitration(b) in the case of Section 2.14 of the Credit Agreement, investigation the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or settlement(d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, consent decreeexcept for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, subpoena or other proceeding relating theretorespectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, any lossesSection 10.03 of the Credit Agreement, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided agrees that such indemnity shall not, as to any Indemnified Party, be available to the extent such this Amendment and losses, claims, damages, liabilities or damages and expenses related expenses (A) result from a material breach thereto shall be covered by such Indemnified Party of its indemnification obligations under to the same extent as the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 12.20 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Borrower agrees to release and each other Loan Party hereby agreesindemnify, on behalf --------------------- defend and hold Lender harmless from and against all liabilities, claims, actions, damages, costs and expenses (including all reasonable legal fees and expenses of itself and its AffiliatesLender'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 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 neither the Administrative Agent nor any Bank shall be responsible Lender is liable for any losses, costs act or expenses incurred omission committed or made by Borrower or any Loan Party other person or Affiliate thereof entity in connection with the loss ownership, sale, operation or development of the Property, the Chino Property or the construction of the Improvements, whether on account of any mortgage recording tax credits pertaining to any Refinancing Mortgagetheory of derivative liability, comparative negligence or otherwise. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b)Upon demand by Lender, Borrower shall and hereby agrees defend any action or proceeding brought against Lender arising out of or alleging any claim of action covered by this indemnity, all at Borrower's own cost alternative, Lender may elect to indemnifyconduct its own defense at the expense of Borrower. Notwithstanding the provisions of the two preceding sentences, defend and hold harmless Borrower shall have the Administrative Agentright to provide the defense of Lender (which this paragraph requires) by counsel of Borrower's choosing, each Bank and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments 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 expenses divergence of every kind and nature (including, without limitation, amounts paid in settlement, court costs interest between the interest of Lender and the fees 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 repayment of the amounts due to Lender under the Reimbursement Agreement, and the reasonable and documented fees, charges and disbursements release of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding the Property or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower portion of it from the Trust Deed and the release of the Chino Property or any other Loan Party) in connection with, arising out of, or by reason of, any portion of it from the transactions or arrangements contemplated under this Section 12.21 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)Chino Trust Deed.

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to release and indemnify, defend and hold Lender harmless from and against all liabilities, claims, actions, damages, costs and expenses (including all reasonable legal fees and expenses of Lender’s counsel) arising out of or resulting from construction of the Administrative AgentImprovements, each Bank 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 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 Project or the construction of any Improvements, whether on account of any theory of derivative liability, comparative negligence or otherwise. Upon demand by Lender, Borrower shall defend any action or 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 each other Indemnified Party by counsel to be approved by Lender in the exercise of its reasonable judgment. In the alternative, Lender may elect to conduct its own defense at the 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 and hold Lender harmless from and against any and all losses, costsliabilities, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, costs, claimsactions, damages, liabilities, deficiencies, judgments costs and expenses arising out of or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act construction activities that take place after Lender has acquired the applicable Property or omission on the part Project by foreclosure or acceptance of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)a deed in lieu thereof.

Release and Indemnity. Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank Tenant shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold Landlord harmless from all damages arising out of: (i) the Administrative Agentuse 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 (v) any injury or 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 Bank 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 foregoing terms of this Section, Tenant shall pay to Landlord its reasonable costs and each other Indemnified Party from and against any and all lossesexpenses reasonably incurred in that suit, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, including without limitation, amounts paid in settlement, court costs and fees for the fees professional services of appraisers, accountants, attorneys and the reasonable expert witnesses. Landlord shall indemnify, defend and documented fees, charges and disbursements hold tenant harmless from all damages arising out of any counsel for damage to any Indemnified Party incurred person, other than Tenant and Tenant-Related Parties, or property, arising out of or proximately caused by 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 litigationa claim with respect to which Landlord has indemnified Tenant in accordance with the foregoing terms of this Section, investigation, claim or proceeding or any advice rendered Landlord shall pay to Tenant its reasonable costs and expenses reasonably incurred in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any that suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, including without limitation, any lossescourt costs and fees for the professional services of appraisers, costsaccountants, claims, damages, liabilities, deficiencies, judgments attorneys and expert witnesses. The terms of this Section shall survive the expiration or expenses resulting from (i) the failure earlier termination of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)this Lease.

Release and Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each other Loan Party hereby agreesof their respective directors, on behalf of itself officers and its Affiliates, that neither employees (the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore“Indemnified Parties”), and without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Bank and each other Indemnified Party harmless from and against any and all losses, costs, claims, damages, liabilitieslosses, deficiencies, judgments or liabilities and expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the including all fees and the reasonable and documented fees, charges and disbursements of any internal or external counsel for with whom any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewithmay consult and all expenses of litigation and preparation therefor) actually incurred by which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person person, entity or governmental authority (including the Borrower or any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of the Program or relating to the matters referred to in this Note or in the other Loan PartyDocuments or the use of any advance hereunder, whether (a) arising from or incurred in connection withwith any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of, of or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or resulting from any suit, cause of action, claim, arbitrationproceeding or governmental investigation, investigation pending or settlementthreatened, consent decreewhether based on statute, subpoena regulation or other proceeding relating theretoorder, includingor tort, without limitationor contract or otherwise, before any lossescourt or governmental authority; provided, costshowever, that the foregoing indemnity shall not apply to any claims, damages, liabilitieslosses, deficienciesliabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct. The release and indemnity agreements contained in this paragraph shall survive the termination of this Note, judgments or expenses resulting from (i) the failure payment of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage advance hereunder and (ii) the assignment of any mortgage note rights hereunder. The Borrower may participate at its expense in respect the defense of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent such losses, claims, damages, liabilities action or related expenses (A) result from a material breach by such Indemnified Party of its obligations under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against the Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing)claim.