Common use of WAIVER AND INDEMNITY Clause in Contracts

WAIVER 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 Agreed 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 groundwater, 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.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach Borrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, 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 Expenses and reasonable legal fees) of any required kind or necessary nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party, resulting from (i) acts or conduct of a Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any of Lender’s rights and remedies hereunder or under the other Loan Documents, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, cleanupmaintenance, remedypreparation for sale or securing of any Collateral, (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by the Borrowers (or any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Borrowers (or any of them), or detoxification any trustee or receiver in bankruptcy), and (D) rights, remedies or obligations under the Business Associate Agreement; (iii) as a result of any environmental pollution, hazardous Substance material or environmental clean-up and the preparation Borrowers’ off-site disposal practices; (iv) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrowers (or any of them); (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (vi) any Borrower’s breach, or alleged breach, or violation of any closurerepresentation, remedial actionwarranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (vii) any Borrower’s failure, or other required plansalleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether that action is required federal, state or necessary by reason of local, or court or administrative orders or decrees (including, without limitation, environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless in each case resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence, as finally determined by a court of competent jurisdiction. This indemnification shall survive the recordation termination of this Deed of Trust. Trustor’s obligations will survive Agreement and the satisfaction, release, or cancellation payment in full and satisfaction of the indebtednessObligations. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender’s liability in the release and reconveyance or partial release and reconveyance event of a breach by Lender of this Deed of TrustAgreement or any other Loan Document shall be limited to Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event Borrowers bring suit against Lender in connection with the transactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: Notwithstanding anything apparently to the contrary in this Lease, Landlord and Tenant hereby release one another and their respective partners, officers and employees from any and all liability (ato the other or anyone claiming through or under them by way of subrogation or otherwise) releases for any loss or damage covered by property insurance or coverable by a customary form of policy of the insurance required by Paragraph 20, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. Mechanic's liens. The Tenant agrees to promptly pay all sums of money in respect of labor, services, materials, supplies, or equipment furnished or alleged to have been furnished to the Tenant in or about the Premises, and waives the Tenant shall not permit any future claims mechanic's, material man's, or other lien to arise or be filed against Beneficiary for indemnity the Premises or contribution the Landlord's interest therein. The Tenant shall save, hold harmless, and defend the Land lord from liability or other damage that the Land lord may incur as a result of such liens in the event Trustor becomes liable for cleanup the same arise or are filed in contravention of the immediately preceding sentence. If any such mechanic's lien shall at any time be filed, the Tenant shall forthwith cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or otherwise, provided the Tenant first posts a bond in favor of the Landlord in a form and substance acceptable to the Landlord, which shall be conditioned on the successful contest by the Tenant of any such lien. The Tenant shall have the right to contest in good faith, any and all such liens. If the Tenant shall fail to cause such lien to be discharged within thirty (30) days after being notified of the filing thereof and before judgment or sale thereunder, then, in addition to any other right or remedy the Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiaryproceeding deemed appropriate by the Landlord, on demand, for and the amount so paid by the Landlord and/or all costs and expenses incurred by Beneficiary the Landlord in connection with any reviewprocuring the discharge of such lien, approvalincluding reasonable attorneys' fees, consent, or inspection relating shall be deemed to be additional rent for the Premises and shall be due and payable by the Tenant to the environmental provisions Landlord on demand. Nothing contained in this Deed of Trust together with interest, after demand, at Lease shall be construed as a consent on the Agreed 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 part of the Landlord to subject the Landlord's estate in the Premises or any portion of the Premises to any lien or liability under the lien laws of this Deed the state of Trust, which either may suffer or incur Minnesota. The Landlord shall have the right to post 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 maintain on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release Premises notices of any Hazardous Substance on or about non-responsibility under the Property, including the soils and groundwater, caused or permitted by Trustor, any prior owner or operator laws 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 TrustMinnesota.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by LENDER in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER no waiver will be valid unless in writing and signed by LENDER and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach BORROWER releases and shall indemnify, on demanddefend and hold harmless LENDER, for all and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) any BORROWER'S breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repairundertaking contained in this Agreement or the other Loan Documents, cleanup, remedyand (iii) any BORROWER'S failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless, in each case resulting from acts or omissions occurring prior to conduct of LENDER constituting willful misconduct or following gross negligence. (c) LENDER shall not be liable for, and BORROWERS hereby agree that LENDER's liability in the recordation event of a breach by LENDER of this Deed of TrustAgreement shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event BORROWERS bring suit against LENDER in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed LENDER is found not to be liable, BORROWERS shall indemnify and hold LENDER harmless from all costs and expenses, including attorneys' fees, incurred by LENDER in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) releases Except for Landlord's negligence or willful misconduct, Landlord shall not be liable for injury or damage to the person or property of Tenant, Tenant's employees, contractors, invitees, customers or any other person in or about the Premises from any cause whatsoever, and waives any future claims against Beneficiary for indemnity or contribution Landlord shall not, in the event Trustor becomes absence of Landlord's negligence or willful misconduct, be liable for cleanup injury to Tenant's business or other costs under for any Hazardous Substance Laws loss of income or under any Hazardous Substance Claim; (b) profit therefrom. Tenant agrees to reimburse Beneficiaryprotect, indemnify and save harmless Landlord from and against any injury to or death of persons or loss of or damage to property, including without limitation, the person and property of Tenant, its agents, employees and invitees, (i) occurring on demandthe Leased Premises or on the adjoining sidewalks, for all costs and expenses incurred by Beneficiary streets, alleys or ways, or (ii) in any manner directly or indirectly arising out of or in connection with any review, approval, consentthe use and occupancy, or inspection relating disuse, of the Leased Premises, any part thereof, or any improvement now or hereafter located thereon, by Tenant or any person holding under Tenant, unless the same results from Landlord's negligence or willful misconduct. Subject to the environmental provisions in this Deed of Trust together with interestforegoing limitations on Landlord's liability, after demand, at the Agreed Rate; and (c) each party agrees to indemnifyprotect, defend, indemnify and hold Beneficiary and Trustee save the other harmless from and against any and all lossespenalties, costscharges, claims, losses, damages, penaltiesexpenses, liabilities, demands and causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other any reasonable expenses (collectivelyincluding attorneys' fees) incidental to the defense thereof incurred by the indemnified party, “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 resulting from any failure of the indemnifying party, in any way connected respect, to comply with and perform all of the breach requirements and provisions of any environmental provision this Lease as imposed on it pursuant to the terms hereof. If the indemnified party believes it is entitled to indemnification hereunder, it shall so notify the indemnifying party with such notice identifying the claim as to which indemnification is being requested. The indemnifying party shall, within ten (10) business days after being sent such notice, either in this Deed accept the defense of Trust or in any Loan Document or as a consequence that matter, providing the name of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Releasecounsel being retained to provide such defense, or threatened Release of any Hazardous Substance on decline to accept such defense. If the indemnifying party either (a) declines to accept such defense; or about (b) suggests counsel to defend unacceptable to the Property, including the soils and groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other indemnified party, including, without limitation, the cost of any required indemnified party may then retain its own attorney and shall be entitled to recover its attorneys' fees if it should be determined that either (i) the indemnifying party was obligated to defend and did not accept such defense; or necessary repair, cleanup, remedy, or detoxification of any hazardous Substance and (ii) the preparation of any closure, remedial action, or other required plans, whether indemnifying party accepted such defense but proposed counsel to defend such matter 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 Trustindemnified party reasonably objected to.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrowers no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrowers release and shall indemnify, on demanddefend and hold harmless Lender, for all and its officers, directors, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrowers under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) Borrowers’ breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repairundertaking contained in this Agreement or the other Loan Documents, cleanup, remedyand (iii) Borrowers’ failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender’s liability in the recordation event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrowers bring suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) Borrower’s breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repair, cleanup, remedyundertaking contained in this Agreement or the other Loan Documents and (iii) Borrower’s failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless, in each case resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence. (c) Lender shall not be liable for, and Borrower hereby agrees that Lender’s liability in the recordation event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrower brings suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrower shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) releases Tenant agrees that Landlord, its officers, agents, partners and waives employees shall not be liable to Tenant or those claiming through or under Tenant for any future claims against Beneficiary for indemnity injury, death or contribution property damage occurring in, on or about the Leased Premises, the Building, Real Estate or grounds, except in the event Trustor becomes case of Landlord's gross negligence or willful misconduct. Without limitation of the foregoing, Landlord shall not be liable to Tenant for cleanup any damage, compensation or claims arising from: loss or damage to books, records, files, money, securities, negotiable instruments or other costs under papers in or about the Leased Premises; the necessity of repairing any Hazardous Substance Laws portion of the Building, the interruption in the use of the Premises; accident or under damage resulting from the use or operation by Landlord, Tenant, or any Hazardous Substance Claim; (b) other person or persons whatsoever of elevators, or heating, cooling, electrical or plumbing equipment or apparatus; the termination of this Lease by reason of the destruction or condemnation of the Leased Premises; any fire, robbery, theft, or any other casualty; any leakage or bursting of pipes or water vessels or any roof or wall leakage, in any part or portion of the Leased Premises or the Building; water, rain, snow or underground water that may leak into, flow on, or flow from, any part of the Leased Premises of the Building unless due to the gross negligence or willful misconduct of the Landlord. Except for the gross negligence or willful misconduct of Landlord, Tenant agrees to reimburse Beneficiaryindemnify and hold harmless the Landlord from and against all claims of whatever nature arising or resulting from any act, on demandomission or negligence of Tenant, its officers, partners, employees, invitees and agents (but not for other tenants of the Building or the 5800 building or their officers, employees, invitees, or agents) in or about the Leased Premises, Building, Real Estate or grounds or in connection with its use of the Leased Premises and to indemnify and hold harmless Landlord against all costs costs, expenses and expenses liabilities, including reasonable attorneys fees, incurred by Beneficiary in connection with any reviewsuch claim or proceeding brought thereon, approvaland the defense thereof, consentexcept for insurable matters covered by Landlord's insurance required by this Lease and to the extent insurance proceeds are paid to Landlord. Except for the gross negligence or willful misconduct of Tenant, Landlord agrees to indemnify and hold harmless the Tenant from and against all claims of whatever nature arising or resulting from any act, omission or negligence of Landlord, its officers, partners, employees, invitees, and agents (but not for other tenants of the Building or the 5800 building, or inspection relating to the environmental provisions in this Deed of Trust together with interesttheir officers, after demandpartners, at the Agreed Rate; and (c) agrees to indemnifyemployees, 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, Releaseinvitees, or threatened Release of any Hazardous Substance on agents) in or about the PropertyBuilding, Real Estate or grounds, and to indemnify and hold harmless the Tenant against all costs, expenses and liabilities, including the soils and groundwater, caused reasonable attorneys fees incurred in connection with any such claim 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 Trustproceeding brought thereon, and the foreclosure of defense thereof, except for insurable matters covered by Tenant's insurance to the lien of this Deed of Trust or deed in lieu of the Deed of Trustextend insurance proceeds are paid to Tenant.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrowers no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach Borrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, 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 reasonable legal fees) resulting from (i) acts or conduct of any required Borrower or necessary repairunder, cleanuppursuant or related to this Agreement and the other Loan Documents, remedy(ii) any Borrower's breach, or detoxification alleged breach, or violation of any hazardous Substance representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any Borrower's failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees, (including without limitation environmental laws, etc.) and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting from acts or conduct of Lender constituting willful misconduct or gross negligence. (c) In connection with the lockbox agreements in respect of the Lockbox among Lender, Borrowers and the preparation Lockbox Bank referred to in Section 2.7(a) hereof, Lender and Borrower have agreed to indemnify, hold harmless and reimburse the Lockbox Bank for returned items, uncollected funds, fees and expenses, damages, and other costs and liabilities all as set forth therein. Borrowers jointly and severally agree to reimburse Lender promptly upon demand for any and all payments made in good faith by or on behalf of any closure, remedial action, or other required plans, whether that action is required or necessary by reason of acts or omissions occurring prior Lender to or following for the recordation benefit of the Lockbox Bank pursuant to or in connection with such lockbox agreement or any lockbox agreement hereafter entered into. (d) Borrowers' obligations under this Section 9.3 shall constitute Obligations hereunder and shall be secured by the Collateral. Borrowers' obligations under this Section 9.3 shall survive the termination 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, Agreement and the foreclosure repayment of the lien of this Deed of Trust or deed in lieu of the Deed of Trustall other Obligations.

WAIVER AND INDEMNITY. Trustor: Purchaser hereby releases and shall indemnify, defend and keep harmless Seller and any assignee thereof, and their respective directors, officers, agents and employees (each, an “Indemnitee”), from and against any and all Claims (as defined below) (other than such as may directly result from the actual, but not imputed, gross negligence or willful misconduct of such Indemnitee), by paying, on a net after-tax basis, or otherwise discharging same, when and as such Claims shall become due. Purchaser agrees that the indemnity provided pursuant to this Section includes the agreement by Purchaser to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Seller shall give Purchaser prompt notice of any Claim hereby indemnified and Purchaser shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as (a) releases no Event of Default (as defined in Section 9) has occurred 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; is then continuing, (b) Purchaser confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (c) Purchaser is financially capable of satisfying its obligations under this Section, and (d) Seller approves the defense counsel selected by Purchaser. “Claims” shall mean all claims, allegations, xxxxx, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), and charges that Seller has incurred or for which it is responsible, in the nature of interest, liens, and costs (including attorneys’ fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Seller), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (i) this Contract, including the performance, breach (including any Event of Default) or enforcement of any of the terms thereof, or (ii) any Unit, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which any Unit may be located from time to time, or (iii) the ordering, acquisition, delivery, installation or rejection of any Unit, the possession or any property to which it may be attached from time to time, maintenance, use, condition, ownership or operation of any Unit, and by whomsoever owned, used, possessed or operated, during the term hereof, the existence of latent and other defects (whether or not discoverable by Seller or Purchaser) any Claim in tort for negligence or strict liability, and any Claim for patent, trademark or copyright infringement, or the loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of any Unit, or any item thereof, including, Claims involving or alleging environmental damage, or any criminal or terrorist act, or for any other reason whatsoever. If any Claim is made against Purchaser or an Indemnitee, the party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Purchaser of any obligation hereunder. Further, Purchaser agrees to reimburse Beneficiary, on demand, be responsible for all costs and expenses expenses, including reasonable attorneys’ fees, incurred by Beneficiary Seller or its directors, officers, employees, agents and assigns 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 Agreed 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 defending such claims or in enforcing this provision. Under no condition or cause of action shall Seller be liable for any Loan Document loss of actual or as a consequence of any Release anticipated business 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner profits or any other partyspecial, including, without limitation, the cost of any required indirect 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 Trustconsequential damages.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrowers no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrowers release and shall indemnify, on demanddefend and hold harmless Lender, for all and its officers, directors, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrowers under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) Borrowers' breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repairundertaking contained in this Agreement or the other Loan Documents, cleanup, remedyand (iii) Borrowers' failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender's liability in the recordation event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrowers' direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrowers bring suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including attorneys' fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Administrative Agent or Lenders in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Administrative Agent and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrower releases and shall indemnify, on demanddefend and hold harmless Administrative Agent, for all Syndication Agent, Co-Arrangers and Lenders, and their respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) Borrower's breach or violation of any required representation, warranty, covenant or necessary repairundertaking contained in this Agreement or the other Loan Documents, cleanup(iii) Borrower's failure to comply with any or all laws, remedystatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or detoxification of any hazardous Substance court or administrative orders or decrees, (including without limitation environmental laws, etc.) and (iv) the preparation of any closure, remedial action, or other required plansQualified IPO, whether that action is required or necessary by reason of resulting from acts or omissions occurring prior to of the Borrower or following the recordation any other Person or otherwise, and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting from acts or conduct of Lenders constituting willful misconduct or gross negligence. The obligations of Borrower under this Deed of Trust. Trustor’s obligations will Section 10.4(b) shall survive the satisfactionoccurrence of any and all events whatsoever, releaseincluding without limitation, or cancellation payment of the indebtedness, Obligations or investigation by or knowledge of Lenders. (c) Notwithstanding anything to the release and reconveyance or partial release and reconveyance of contrary contained in this Deed of Trust, and Agreement no amendment to this Section 10.4 shall be effective without the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust.prior written consent of

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach Borrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party, resulting from (i) acts or conduct of a Borrower under, pursuant or related to this Agreement and the other Loan Documents; (ii) as a result of Lender’s exercise of (or failure to exercise) any of Lender’s rights and remedies hereunder or under the other Loan Documents, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by Beneficiary the Borrowers (or any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Borrowers (or any of them), or any trustee or receiver in bankruptcy), and (D) rights, remedies or obligations under the Business Associate Agreement; (iii) as a result of any environmental pollution, hazardous material or environmental clean-up and the Borrowers’ off-site disposal practices; (iv) in connection with any review, approval, consentregulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrowers (or any of them); (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or inspection relating any action taken (or failure to the environmental provisions act) by any Indemnified Party with respect thereto; (vi) any Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Deed Agreement or the other Loan Documents, and (vii) any Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting from acts or conduct of Trust together with interestLender constituting willful misconduct or gross negligence, after demand, at as finally determined by a court of competent jurisdiction. This indemnification shall survive the Agreed Rate; andtermination of this Agreement and the payment in full and satisfaction of the Obligations. (c) agrees to indemnify, defendLender shall not be liable for, and Borrowers hereby agree that Lender’s liability in the event of a breach by Lender of this Agreement or any other Loan Document shall be limited to Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event Borrowers bring suit against Lender in connection with the transactions contemplated hereunder, and Lender is found not to be liable, Borrowers shall indemnify and hold Beneficiary and Trustee Lender harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees costs and other legal expenses, costs of evidence of titleincluding attorneys’ fees, 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 by Lender in any way connected connection 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 groundwater, 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 Trustsuch suit.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Xxxxxx and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrower shall indemnify Lender and its directors, on demandofficers, for all costs employees, agents 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 Agreed Rate; and Affiliates (ceach such Person being called an “Indemnitee”) agrees to indemnify, defendagainst, and hold Beneficiary each Indemnitee harmless from, any and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees liabilities and other legal expenses, costs of evidence of title, cost of evidence of value, and other related expenses (collectivelyincluding the reasonable fees, “Expenses”)charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party arising out of, including, but not limited toin connection with or as a result of (i) the execution or delivery of this Agreement, 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 other Loan Document or as a consequence any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of any Release their respective obligations hereunder or threatened Release on thereunder or 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 groundwater, caused or permitted by Trustor, any prior owner or operator consummation of the Propertytransactions contemplated hereby or thereby; (ii) the Loans or the use or proposed use of the proceeds therefrom; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any adjoining landowner of the foregoing, whether based on contract, tort or any other partytheory, includingand regardless of whether any Indemnitee is a party thereto; provided, without limitationthat such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the cost transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any required or necessary repair, cleanup, remedy, or detoxification of any hazardous Substance and the preparation of any closure, remedial action, information or other required plansmaterials distributed by it through telecommunications, whether that action is required electronic or necessary by reason of acts other information transmission systems in connection with this Agreement or omissions occurring prior to the other Loan Documents or following the recordation of transactions contemplated hereby or thereby. (d) The agreements in this Deed of Trust. Trustor’s obligations will Section 8.3 shall survive the satisfactionpayment, release, satisfaction or cancellation discharge in full of all 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 TrustObligations.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach Borrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a Borrower under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) any Borrower's breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repairundertaking contained in this Agreement or the other Loan Documents, cleanup, remedyand (iii) any Borrower's failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender's liability in the recordation event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrowers' direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrowers bring suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including attorneys' fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) Licensee acknowledges (i) that the total value of the Equipment and its anticipated revenues at, or as a result of its use of, the Facilities far exceed the total consideration payable to Licensor under this Agreement, and (ii) that Licensee has reviewed this indemnification language with legal counsel and is entering into this Agreement understanding the limited liability of Licensor as provided in this Agreement. Licensee agrees and acknowledges that its use of the Equipment and Facilities is at its sole risk, and hereby absolves and fully releases Licensor, its employees, affiliates, agents and waives representatives from any future claims and all cost, loss, damage, expense, liability and causes of action, whether foreseeable or not, from any cause whatsoever, that Licensee may suffer to its Equipment or personal property located at the Facilities. Licensee shall indemnify, protect, defend and hold harmless Licensor and its agents, partners and lenders, from and against Beneficiary for indemnity any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys' fees) (collectively, "Claims") arising out of, involving or contribution in connection with (i) the event Trustor becomes liable for cleanup use and/or occupancy of the Facilities or Building by Licensee or its employees, agents, representatives and/or Licensees, and (ii) any negligent acts or omissions of Licensee or its employees, agents, representatives and/or Licensees, in each case, other costs under than to the extent resulting from Licensor’s gross negligence or willful misconduct. If any Hazardous Substance Laws action or under proceeding is brought against Licensor by a third party by reason of any Hazardous Substance Claim;of the foregoing matters, Licensee shall upon notice defend the same at Licensee’s expense by counsel reasonably satisfactory to Licensor and Licensor shall cooperate with Licensee in such defense. Licensor need not have first paid any such Claim in order to be defended or indemnified. (b) agrees Licensor shall have no liability or responsibility for the content of any communications transmitted via third party services, and Licensee shall, indemnify, protect, defend and hold Licensor harmless from any and all Claims (including Claims by any Governmental Authority seeking to reimburse Beneficiary, on demand, impose penal sanctions) related to such content or for all costs and expenses incurred Claims by Beneficiary in connection with any review, approval, consent, or inspection third parties relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Agreed 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 Licensee’s use 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 groundwater, 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 TrustFacilities.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach Borrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a Borrower under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) any Borrower’s breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repairundertaking contained in this Agreement or the other Loan Documents, cleanup, remedyand (iii) any Borrower’s failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender’s liability in the recordation event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrowers bring suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including reasonable attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (Tenant agrees that Landlord, its officers, -------------------- agents, partners and employees shall not be liable to Tenant or those claiming through or under Tenant for any injury, death or property damage occurring in, on or about the Leased Premises, the Building or the Project except to the extent such injury, death or property damage was caused by the intentional misconduct or gross negligence of Landlord, its agents or employees. Without limitation of the foregoing, Landlord shall not be liable to Tenant for any damage, compensation or claims arising from: loss or damage to books, records, files, money, securities, negotiable instruments or other papers in or about the Leased Premises; the necessity of repairing any portion of the Project; the interruption in the use of the Leased Premises; accident or damage resulting from the use or operation by Landlord, Tenant, or any other person or persons whatsoever of elevators, or heating, cooling, electrical or plumbing equipment or apparatus; the termination of this Lease by reason of the destruction or condemnation of the Leased Premises; any fire, robbery, theft, or any other casualty; any leakage or bursting of pipes or water vessels or any roof or wall leakage in any part or portion of the Leased Premises or the Building; water, rain, snow or underground water that may leak into, flow on, or flow from, any part of the Leased Premises or the Project. Tenant agrees to indemnify and hold harmless Landlord and its officers, agents, partners and employees from and against all claims, costs, liabilities and expenses, of whatever nature a) releases arising or resulting from any act, omission or gross negligence of Tenant, its officers, employees and waives any future claims against Beneficiary for indemnity agents in or contribution in about the event Trustor becomes liable for cleanup Leased Premises, Building or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (the Project or, b) arising in connection with Tenant's use of occupancy of the Leased Premises or the conduct of Tenant's business thereon, and agrees to reimburse Beneficiaryindemnify and hold harmless Landlord from and against all costs, on demandexpenses and liabilities, for all costs and expenses including reasonable attorneys fees, incurred by Beneficiary in connection with any review, approval, consent, such claims or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Agreed 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 groundwater, 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 Trustproceedings brought thereon, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trustdefense thereof.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrowers no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrowers release and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrowers under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) Borrowers’ breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repair, cleanup, remedyundertaking contained in this Agreement or the other Loan Documents and (iii) Borrowers’ failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless, in each case resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender’s liability in the recordation event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrower bring suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any tight or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other tight, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach Borrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other party, including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a Borrower under, pursuant or related to this Agreement and the cost other Loan Documents, (ii) any Borrower’s breach, or alleged breach, or violation of any required representation, warranty, covenant or necessary repairundertaking contained in this Agreement or the other Loan Documents, cleanup, remedyand (iii) any Borrower’s failure, or detoxification of alleged failure, to comply with any hazardous Substance and the preparation of any closureor all laws, remedial actionstatutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all, costs, expenses, fines, penalties or other required plansdamages resulting therefrom, whether that action is required or necessary by reason of unless resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender’s liability in the recordation event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrowers bring suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) releases and Lessee waives any future all claims against Beneficiary Lessor that are covered by insurance for indemnity damage to any property or contribution injury to, or death of, any person in, upon or on the Premises arising during the term of this Lease and from any cause other than by reason of the gross negligence or willful misconduct of Lessor, its agents, employees, representatives or contractors to the extent that such waiver does not adversely affect Lessee’s liability and property damage insurance coverage. Lessee shall hold Lessor harmless from any claims for damage to any property or injury to, or death of, any person arising from the negligence or willful misconduct of Lessee. The provisions of this paragraph shall survive the end of the term of this Lease with respect to any damage, injury or death occurring before the end of the term. If Lessor is made a party to any litigation commenced by or against Lessee or relating to this Lease or the Premises, and provided that in such litigation Lessor is not finally adjudicated to be at fault, then Lessee shall pay all costs and expenses, including attorneys’ fees and court costs, incurred by or imposed upon Lessor because of any such litigation and the event Trustor becomes liable for cleanup or other amount of all such costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;and expenses, including attorneys’ fees and court costs, shall be a demand obligation owing to the Lessor by the Lessee. (b) agrees Lessor waives all claims against Lessee that are covered by insurance for damage to reimburse Beneficiaryany property or injury to, or death of, any person in, upon or on demandthe Premises arising during the term of this Lease and from any cause other than solely by reason of the gross negligence or willful misconduct of Lessee, its agents, employees, representatives or contractors to the extent that such waiver does not adversely affect Lessor’s liability and property damage insurance coverage. Lessor shall hold Lessee harmless from any claims for damage to any property or injury to, or death of, any person arising from the negligence or willful misconduct of Lessor, its agents, employees, representatives or contractors. The provisions of this paragraph shall survive the end of the term of this Lease with respect to any damage, injury or death occurring before the end of the term. If Lessee is made a party to any litigation commenced by or against Lessor or relating to this Lease or the Premises, and provided that in such litigation Lessee is not finally adjudicated to be at fault, then Lessor shall pay all costs and expenses incurred by Beneficiary in connection with any reviewexpenses, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Agreed Rate; and (c) agrees to indemnify, defend, including attorneys’ fees and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney incurred by or imposed upon Lessee because of any such litigation and the amount of all such costs and expenses, including attorneys’ fees and other legal expensescourt costs, 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 shall be a demand obligation owing to the foreclosure of Lessee by 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 groundwater, 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 TrustLessor.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity Default or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Xxxxxx and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party (including any such assertion by Beneficiary or on behalf of Borrower), resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any of Lender’s rights and remedies hereunder, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by Borrower as a debtor-in-possession or otherwise, any secured or unsecured creditors of Borrower, or any trustee or receiver in bankruptcy); (iii) as a result of any environmental pollution, hazardous material or environmental clean-up and Borrower’s off-site disposal practices; (iv) in connection with any review, approval, consentregulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over Borrower; (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or inspection relating any action taken (or failure to the environmental provisions act) by any Indemnified Party with respect thereto (including any amounts paid or payable by Lender (x) to any prior lender of Borrower pursuant to any indemnity or reimbursement obligation in any payoff letter or otherwise, (y) to any depository institution of Borrower pursuant to any indemnity or reimbursement obligation in any Deposit Account Control Agreement, Depository Agreement, or other agreement with such depository institution and (z) to any other third party in connection with any indemnity or reimbursement obligation in any Collateral Access Agreement or other agreement between Lender and such third party); (vi) Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Deed Agreement or the other Loan Documents, and (vii) Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting from acts or conduct of Trust together with interestLender constituting willful misconduct or gross negligence, after demand, at as finally determined by a court of competent jurisdiction. The provisions of this Section 9.03(b) shall survive the Agreed Rate; andtermination of this Agreement and the payment in full and satisfaction of the Obligations. (c) agrees to indemnify, defendLender shall not be liable for, and Xxxxxxxx hereby agrees that Xxxxxx’s liability in the event of a breach by Lender of this Agreement shall be limited to Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. In the event Xxxxxxxx brings suit against Xxxxxx in connection with the transactions contemplated hereunder, and Xxxxxx is found not to be liable, Borrower shall indemnify and hold Beneficiary and Trustee Lender harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees costs and other legal expenses, costs of evidence of titleincluding attorneys’ fees, 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 by Lender in any way connected connection 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 groundwater, 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 Trustsuch suit.

WAIVER AND INDEMNITY. Trustor: (a) releases and Tenant hereby waives any future all claims against Beneficiary Landlord, Landlord’s members, partners, shareholders, trustees, and beneficiaries, the Building’s property manager, and Landlord’s asset manager, and their respective officers, directors, agents, servants, employees and independent contractors (collectively, the “Landlord Parties”), for indemnity damage to or contribution in loss or theft of any property or for any bodily or personal injury, illness or death of any person in, on or about the event Trustor becomes Premises or the Building arising at any time and from any cause whatsoever other than solely by reason of the gross negligence or willful misconduct of Landlord. Tenant further assumes all risk of, and agrees that Landlord and the Landlord Parties shall not be liable for cleanup or other for, any and all loss, cost, damage, expense and liability (including without limitation court costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;and reasonable attorneys’ fees) sustained as a result of the Premises not having been inspected by a Certified Access Specialist (CASp). (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 Agreed Rate; and (c) agrees to Tenant shall indemnify, defend, defend and hold Beneficiary harmless the Landlord Parties from and Trustee harmless from against all lossesclaims, costsdemands, claimsliabilities, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenseslosses, 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other partyexpenses, including, without limitation, reasonable attorneys’ fees, incurred in connection with or arising from (a) any cause whatsoever in, on or about the cost of Premises or any required or necessary repair, cleanup, remedy, or detoxification of part thereof arising at any hazardous Substance and the preparation of any closure, remedial action, or time other required plans, whether that action is required or necessary than solely by reason of acts the gross negligence or omissions willful misconduct of Landlord or any Landlord Parties, or (b) any act or omission of Tenant or its agents, employees, contractors, invitees or licensees in, on or about any part of the Building other than the Premises (including, without limitation, any damage, bodily or personal injury, illness or death which is caused in part by Landlord), or (c) any breach by Tenant of the terms of this Lease. (c) Landlord shall indemnify, defend and hold harmless the Tenant Parties from and against all claims, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees, directly and solely arising from the gross negligence or willful misconduct of Landlord or any Landlord Parties in, on or about the Building or any part thereof. (d) This Article 13 shall survive the termination of this Lease with respect to any damage, bodily or personal injury, illness or death occurring prior to or following the recordation of this Deed of Trustsuch termination. 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.1131701.06/SF372493-00050/1-31-20/pwn/pwn

WAIVER AND INDEMNITY. Trustor: (a) releases Lessor will have no responsibility or liability to Lessee, and Lessee hereby waives any future and all claims against Beneficiary for indemnity Lessor, with respect to any of the following, regardless of any negligence of Lessor, (i) any liability, loss or contribution damage caused directly or indirectly by any Equipment, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any other circumstance in connection therewith, (ii) the event Trustor becomes liable for cleanup use, operation or performance of any Equipment or any risks relating thereto, (iii) any interruption of service, loss of business or anticipated profits or consequential damages or (iv) the delivery, operation, servicing, maintenance, repair, improvement or replacement of any Equipment. b) Lessee will indemnify and defend Lessor against, and hold Lessor harmless from, any and all claims, losses, actions, damages, expenses (including reasonable attorney's fees), obligations, liabilities and Liens (collectively, "Claims"), whether foreseeable or unforeseeable, (i) arising out of the purchase, acceptance, rejection, ownership, lease, possession, operation, condition, return or use of any Equipment, regardless of the reason therefor and including without limitation any Claims arising under the doctrine of "strict liability" or by operation of law or as the result of the violation or alleged violation or application of any Environmental Laws, or other costs under any Hazardous Substance Laws Legal Requirements and (ii) arising out of 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 this Lease and all Schedules hereto and all Vendor Agreements (excluding only Lessor's obligation to pay the Vendor/Manufacturer the purchase price for Equipment (up to the environmental provisions amount specified in the applicable Schedule) upon acceptance of such Equipment by Lessee as provided for in this Deed Lease). Lessee agrees that upon written notice by Lessor of Trust together the assertion, filing or incurrence of any Claims, Lessee will assume full responsibility for the defense thereof with interest, after demand, at the Agreed Rate; andcounsel satisfactory to Lessor. Lessee agrees to inform Lessor within five (5) business days of receipt of notice or Lessee's otherwise becoming aware of any Claim. (c) agrees to indemnify, defend, Lessee will also indemnify and defend Lessor against and hold Beneficiary and Trustee Lessor 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 tofrom, any Expenses incurred and all Claims, including without limitation, any lost income tax deductions, credits or accruing after other benefits, arising out of any act or omission (even if otherwise allowed under the foreclosure of the lien provisions of this Deed of Trust, which either may suffer Lease) or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision representation or warranty hereunder by Lessee or any of its successors, assigns, sublessees or licensees, which act or omission or breach could result in either in this Deed of Trust or in any Loan Document or as a consequence (i) the lease hereof of any Release item of Equipment being characterized as something other than a lease for federal, state or threatened Release on local income tax purposes or (ii) Lessor (or its successors or assigns) not being treated as the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release owner of any Hazardous Substance on item of Equipment for federal, state or about the Property, including the soils and groundwater, 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 Trustlocal income tax purposes.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, 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 expenses and reasonable legal fees) of any required kind or necessary repairnature, cleanupwhich at any time may be imposed on, remedyincurred by, or detoxification asserted against any Indemnified Party, resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) any environmental pollution, hazardous material or environmental clean-up and the Borrower’s off-site disposal practices; (iii) any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrower; (iv) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (v) Borrower’s breach, or alleged breach, or violation of any hazardous Substance representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (vi) Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including, without limitation, environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting from acts or conduct of Lender constituting willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. This indemnification shall survive the termination of this Agreement and the preparation payment in full and satisfaction of any closurethe Obligations. (c) Lender shall not be liable for, remedial action, or other required plans, whether and Borrower hereby agrees that action is required or necessary Lender’s liability in the event of a breach by reason of acts or omissions occurring prior to or following the recordation Lender of this Deed of TrustAgreement shall be limited to Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. Trustor’s obligations will survive In the satisfaction, release, or cancellation of event Borrower brings suit against Lender in connection with the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trusttransactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrower shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity Default or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryBorrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party (including any such assertion by Beneficiary or on behalf of Borrower), resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any of Lender’s rights and remedies hereunder, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by Borrower as a debtor-in-possession or otherwise, any secured or unsecured creditors of Borrower, or any trustee or receiver in bankruptcy); (iii) as a result of any environmental pollution, hazardous material or environmental clean-up and Borrower’s off-site disposal practices; (iv) in connection with any review, approval, consentregulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over Borrower; (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or inspection relating any action taken (or failure to the environmental provisions act) by any Indemnified Party with respect thereto; (vi) Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Deed Agreement or the other Loan Documents, and (vii) Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting from acts or conduct of Trust together with interestLender constituting willful misconduct or gross negligence, after demand, at as finally determined by a court of competent jurisdiction. The provisions of this Section 9.03(b) shall survive the Agreed Rate; andtermination of this Agreement and the payment in full and satisfaction of the Obligations. (c) agrees to indemnify, defendLender shall not be liable for, and Borrower hereby agrees that Lender’s liability in the event of a breach by Lender of this Agreement shall be limited to Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. In the event Borrower brings suit against Lender in connection with the transactions contemplated hereunder, and Lender is found not to be liable, Borrower shall indemnify and hold Beneficiary and Trustee Lender harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees costs and other legal expenses, costs of evidence of titleincluding attorneys’ fees, 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 by Lender in any way connected connection 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 groundwater, 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 Trustsuch suit.

WAIVER AND INDEMNITY. Trustor: Landlord and Landlord's divisions, subsidiaries, partners and affiliated companies (aincluding but not limited to Xxxxxx Xxxxxxxx Growers), and its and their respective employees, officers, directors and shareholders, and its and their respective successors and assigns (collectively, the "INDEMNITEES") releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes shall not be liable for cleanup any loss, damage or injury of any kind or character to any person or property arising from any use of the leased premises, or any part thereof under the Original Lease or this Lease, or caused by any defect in any building, structure or other costs under improvement thereon or in any Hazardous Substance Laws equipment 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, consentother facility therein, or inspection relating caused by or arising from any act or omission of Xxxxx or any of Xxxxx' Representatives, or by or from any accident on said land or any fire or other casualty thereon, or occasioned by the failure Xxxxx or any of Xxxxx' Representatives to maintain the environmental provisions leased premises and all improvements thereon and facilities and appurtenances thereto in safe condition, or arising from any other cause whatsoever (collectively, the "DAMAGES"); and Tenant, as a material part of the consideration of this Deed Lease, hereby waives on its behalf all claims and demands against Landlord and the other Indemnitees for any such loss Damages of Trust together with interestTenant, after demand, at the Agreed Rate; and (c) and hereby agrees to indemnify, defend, defend and hold Beneficiary Landlord and Trustee the other Indemnitees entirely free and harmless from all lossesand against any loss, costsliability, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, costs of evidence of titledamage, cost of evidence of valueor expense (including attorneys' fees) or claim arising from any such Damages, and whether incurred by Tenant, Landlord, the 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner Indemnitees or any other partyperson. With respect to design, includingconstruction methods, without limitationmaterials, locations and other matters for which Landlord has given or will give its approval, recommendation or other direction, the cost foregoing waiver, indemnity and agreement to defend and hold harmless shall apply irrespective of Landlord's approval, recommendation or other direction. Notwithstanding anything to the contrary above, nothing contained in this Section shall operate to relieve any required Indemnitee from any Damages ultimately established by a court of competent jurisdiction to have been caused solely by the active negligence or necessary repairwillful misconduct of such Indemnitee. It shall not be considered negligence or willful misconduct by any Indemnitee to have failed to install or provide flood control or similar type improvements to protect the leased premises (Tenant agrees that the foregoing is solely Tenant's responsibility). Tenant's covenants in this Section arising from or related to acts or occurrences during the term of this Lease or the Original Lease shall be binding on Tenant until the last to occur of such date as action against the Indemnitees is absolutely barred by an applicable statute of limitations or such date as all claims and actions for which indemnification may be claimed are fully and finally resolved and, cleanupif applicable, remedy, or detoxification of any hazardous Substance all compromises thereof and judgments and awards thereon are paid in full 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 TrustIndemnitees, and each of them, are reimbursed for all amounts paid by them in the foreclosure compromises thereof and upon the judgments and awards thereon and in defense of such actions and claims, including actual attorneys' fees. If any action or proceeding shall be brought against an Indemnitee alleging any facts or circumstances for which Tenant is to provide indemnification and/or defense, Tenant, upon notice from the lien Indemnitee, shall defend the same at Tenant's expense by counsel approved in writing by such Indemnitee. Payment shall not be a condition precedent to recovery under any indemnification in this Lease, and a finding of this Deed of Trust liability or deed in lieu of an obligation to indemnify shall not be a condition precedent to the Deed of Trustduty to defend. TENANT ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." TENANT BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT.

WAIVER AND INDEMNITY. Trustor: (a) releases No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and waives documents will impair such right or power or be construed to be a waiver of any future claims against Beneficiary for indemnity default, or contribution Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;extent specified. (b) agrees to reimburse BeneficiaryEach Borrower releases and shall indemnify, on demanddefend and hold harmless Lender, for all and its respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and 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 Agreed 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 groundwater, 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 Expenses and reasonable legal fees) of any required kind or necessary nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party, resulting from (i) acts or conduct of a Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any of Lender’s rights and remedies hereunder, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, cleanupmaintenance, remedypreparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by the Borrowers (or any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Borrowers (or any of them), or detoxification any trustee or receiver in bankruptcy); (ii) as a result of any environmental pollution, hazardous Substance material or environmental clean-up and the preparation Borrowers’ off-site disposal practices; (iii) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrowers (or any of them); (iv) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (v) any Borrower’s breach, or alleged breach, or violation of any closurerepresentation, remedial actionwarranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (vi) any Borrower’s failure, or other required plansalleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether that action is required federal, state or necessary by reason of local, or court or administrative orders or decrees (including, without limitation, environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting from acts or omissions occurring prior to conduct of Lender constituting willful misconduct or following gross negligence, as finally determined by a court of competent jurisdiction. This indemnification shall survive the recordation termination of this Deed of Trust. Trustor’s obligations will survive Agreement and the satisfaction, release, or cancellation payment in full and satisfaction of the indebtednessObligations. (c) Lender shall not be liable for, and Borrowers hereby agree that Lender’s liability in the release and reconveyance or partial release and reconveyance event of a breach by Lender of this Deed of TrustAgreement shall be limited to Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event Borrowers bring suit against Lender in connection with the transactions contemplated hereunder, and the foreclosure of the lien of this Deed of Trust or deed Lender is found not to be liable, Borrowers shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in lieu of the Deed of Trustconnection with such suit.

WAIVER AND INDEMNITY. Trustor: Notwithstanding anything apparently to the contrary in this Lease, Landlord and Xxxxxx hereby release one another and their respective partners, officers and employees from any and all liability (ato the other or anyone claiming through or under them by way of subrogation or otherwise) releases for any loss or damage covered by property insurance or coverable by a customary form of policy of the insurance required by Paragraph 20, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. Mechanic's liens. The Tenant agrees to promptly pay all sums of money in respect of labor, services, materials, supplies, or equipment furnished or alleged to have been furnished to the Tenant in or about the Premises, and waives the Tenant shall not permit any future claims mechanic's, material man's, or other lien to arise or be filed against Beneficiary for indemnity the Premises or contribution the Landlord's interest therein. The Tenant shall save, hold harmless, and defend the Land lord from liability or other damage that the Land lord may incur as a result of such liens in the event Trustor becomes liable for cleanup the same arise or are filed in contravention of the immediately preceding sentence. If any such mechanic's lien shall at any time be filed, the Tenant shall forthwith cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or otherwise, provided the Tenant first posts a bond in favor of the Landlord in a form and substance acceptable to the Landlord, which shall be conditioned on the successful contest by the Tenant of any such lien. The Tenant shall have the right to contest in good faith, any and all such liens. If the Tenant shall fail to cause such lien to be discharged within thirty (30) days after being notified of the filing thereof and before judgment or sale thereunder, then, in addition to any other right or remedy the Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim; (b) agrees to reimburse Beneficiaryproceeding deemed appropriate by the Landlord, on demand, for and the amount so paid by the Landlord and/or all costs and expenses incurred by Beneficiary the Landlord in connection with any reviewprocuring the discharge of such lien, approvalincluding reasonable attorneys' fees, consent, or inspection relating shall be deemed to be additional rent for the Premises and shall be due and payable by the Tenant to the environmental provisions Landlord on demand. Nothing contained in this Deed of Trust together with interest, after demand, at Lease shall be construed as a consent on the Agreed 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 part of the Landlord to subject the Landlord's estate in the Premises or any portion of the Premises to any lien or liability under the lien laws of this Deed the state of Trust, which either may suffer or incur Minnesota. The Landlord shall have the right to post 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 maintain on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release Premises notices of any Hazardous Substance on or about non-responsibility under the Property, including the soils and groundwater, caused or permitted by Trustor, any prior owner or operator laws 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 TrustMinnesota.

WAIVER AND INDEMNITY. Trustor: (a) releases and Tenant hereby waives any future all claims against Beneficiary Landlord, Landlord's members, partners, shareholders, trustees, and beneficiaries, the Building's property manager, and Landlord's asset manager, and their respective officers, directors, agents, servants, employees and independent contractors (collectively, the "Landlord Parties"), for indemnity damage to or contribution in loss or theft of any property or for any bodily or personal injury, illness or death of any person in, on or about the event Trustor becomes Premises or the Building arising at any time and from any cause whatsoever other than solely by reason of the gross negligence or willful misconduct of Landlord. Tenant further assumes all risk of, and agrees that Landlord and the Landlord Parties shall not be liable for cleanup or other for, any and all loss, cost, damage, expense and liability (including without limitation court costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;and reasonable attorneys' fees) sustained as a result of the Premises not having been inspected by a Certified Access Specialist (CASp). (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 Agreed Rate; and (c) agrees to Tenant shall indemnify, defend, defend and hold Beneficiary harmless the Landlord Parties from and Trustee harmless from against all lossesclaims, costsdemands, claimsliabilities, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenseslosses, 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 groundwater, caused or permitted by Trustor, any prior owner or operator of the Property, any adjoining landowner or any other partyexpenses, including, without limitation, reasonable attorneys' fees, incurred in connection with or arising from (a) any cause whatsoever in, on or about the cost of Premises or any required or necessary repair, cleanup, remedy, or detoxification of part thereof arising at any hazardous Substance and the preparation of any closure, remedial action, or time other required plans, whether that action is required or necessary than solely by reason of acts the gross negligence or omissions willful misconduct of Landlord or any Landlord Parties, or (b) any act or omission of Tenant or its agents, employees, contractors, invitees or licensees in, on or about any part of the Building other than the Premises (including, without limitation, any damage, bodily or personal injury, illness or death which is caused in part by Landlord), or (c) any breach by Tenant of the terms of this Lease. (c) Landlord shall indemnify, defend and hold harmless the Tenant Parties from and against all claims, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable attorneys' fees, directly and solely arising from the gross negligence or willful misconduct of Landlord or any Landlord Parties in, on or about the Building or any part thereof. (d) This Article 13 shall survive the termination of this Lease with respect to any damage, bodily or personal injury, illness or death 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 Trustsuch termination.