Common use of Indemnification and Waiver Clause in Contracts

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ agrees to indemnify and defend the Department and its agents, employees, officers, successors and assigns (collectively, the “Indemnified Parties”) against, and holds the Department and other Indemnified Parties harmless from, any and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees) of every name, kind and description which are threatened or asserted against, or suffered or incurred by, the Department or any other Indemnified Party as a direct or indirect consequence of: (1) the making of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as and when required by this Agreement or any of the other Loan Documents; (3) any failure at any time of any of Borrower's representations or warranties to be materially true and correct; (4) any act or omission by Borrower, any contractor, subcontractor, material supplier, engineer, architect or other person or entity with respect to the Property or the Development, or the design, construction, management, maintenance, repair or operation thereof; (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the presence of any environmental conditions at the Development or on the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%) per annum, compounded annually, or (ii) the maximum rate permitted by law. ▇▇▇▇▇▇▇▇’s duty to indemnify, defend and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnify, defend and hold harmless the Department and the other Indemnified Parties as set forth herein regardless of the existence or degree of fault or negligence whether active or passive, primary or secondary on the part of the Department or such other Indemnified Parties, the Borrower or their respective agents, officers, employees, contractors or subcontractors; provided, however, that ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless hereunder shall not extend to liability to the extent arising from the gross negligence or willful misconduct of the Department. ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless the Department and other Indemnified Parties shall survive the term of this Agreement, the release, repayment and/or cancellation of the Note, and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD") acquires title to the Development, this indemnification provision will not apply to HUD. b. The Borrower waives and releases any and all rights to any types of express or implied indemnity against the Department or its agents, officers or employees. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34a. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder. Said section 1542 provides as follows:

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ agrees The Borrowers agree: (a) to indemnify defend, protect, indemnify, and defend hold harmless the Department Administrative Agent, each and its agentsall of the Issuing Banks and each and all of the Lenders, employees, each of their respective Affiliates and each of the respective officers, successors directors, employees and assigns agents of each of the foregoing (collectively, collectively called the “Indemnified Parties”"Indemnitees") against, from and holds the Department and other Indemnified Parties harmless from, against any and all liabilities, obligations, losses, damages, liabilities, claimspenalties, actions, judgments, court costs suits, claims, costs, expenses and legal disbursements of any kind or other expenses nature whatsoever (including attorneys' fees) including, without limitation, the fees and disbursements of every namecounsel for such Indemnitees in connection with any investigative, kind and description which are threatened administrative or asserted againstjudicial proceeding, whether or suffered or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise, including any liabilities and costs under federal, state or local environmental, health or safety laws, regulations, or common law principles, arising from or in connection with the Department past, present or future operations of Anixter and its Subsidiaries, or their respective predecessors in interest, or the past, present or future environmental condition of the Property of Anixter or any other Indemnified Party as a direct Subsidiary of Anixter, the presence of asbestos-containing materials at any such Property, or indirect consequence of: (1the Release or threatened Release of any Contaminant into the environment from any such Property) the making in any manner relating to or arising out of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as and when required by this Agreement or any of the other Loan Transaction Documents, the capitalization of Anixter, the Lenders' Commitments, the making of, issuance of, management of and participation in the Loans or the Letters of Credit, or the use or intended use of the Letters of Credit and the proceeds of the Loans hereunder (collectively, the "Indemnified Matters"); (3) any failure at any time of any of Borrower's representations or warranties provided, that the Borrowers shall have no obligation to be materially true and correct; (4) any act or omission by Borrower, any contractor, subcontractor, material supplier, engineer, architect or other person or entity an Indemnitee hereunder with respect to the Property or the Development, or the design, construction, management, maintenance, repair or operation thereof; (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the presence of any environmental conditions at the Development or on the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%) per annum, compounded annually, matters for which such Indemnitee has been compensated pursuant to or for which an exemption is provided in Section 2.13 or 2.15 or any other provision of this Agreement and (ii) the maximum rate permitted Indemnified Matters caused by law. ▇▇▇▇▇▇▇▇’s duty to indemnify, defend and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnify, defend and hold harmless the Department and the other Indemnified Parties as set forth herein regardless of the existence or degree of fault or negligence whether active or passive, primary or secondary on the part of the Department or such other Indemnified Parties, the Borrower or their respective agents, officers, employees, contractors or subcontractors; provided, however, that ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless hereunder shall not extend to liability to the extent arising resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a final judgment of a court of competent jurisdiction; and (b) to assert no claim against the DepartmentAdministrative Agent, any of the Lenders, any of the Issuing Banks or any other Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages, all of which claims, if any, are waived. ▇▇▇▇▇▇▇▇'s duty To the extent that the undertaking to indemnify, defend pay and hold harmless set forth in the Department preceding clause (a) may be unenforceable because it violates any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. Without prejudice to the survival of any other Indemnified Parties agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 13.04 shall survive the term payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement, the release, repayment and/or cancellation of the Note, and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD") acquires title to the Development, this indemnification provision will not apply to HUD. b. The Borrower waives and releases any and all rights to any types of express or implied indemnity against the Department or its agents, officers or employees. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34a. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder. Said section 1542 provides as follows:

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ agrees to indemnify and defend the Department and its agents, employees, officers, successors and assigns (collectively, the “Indemnified Parties”a) against, and holds the Department and other Indemnified Parties harmless from, any and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees) of every name, kind and description which are threatened or asserted against, or suffered or incurred by, the Department or any other Indemnified Party as a direct or indirect consequence of: (1) the making Each of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as and when required by this Agreement or any of the other Loan Documents; (3) any failure at any time of any of Borrower's representations or warranties to be materially true and correct; (4) any act or omission by Borrower, any contractor, subcontractor, material supplier, engineer, architect or other person or entity with respect to the Property or the Development, or the design, construction, management, maintenance, repair or operation thereof; (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the presence of any environmental conditions at the Development or on the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%) per annum, compounded annually, or (ii) the maximum rate permitted by law. ▇▇▇▇▇▇▇▇’s duty to indemnify, defend and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower Company Stockholders shall indemnify, defend and hold harmless the Department Parent and the other Indemnified Parties as set forth herein regardless of the existence or degree of fault or negligence whether active or passive, primary or secondary on the part of the Department or such other Indemnified Parties, the Borrower or Surviving Corporation and their respective agents, officers, employeesdirectors, contractors or subcontractors; providedemployees and stockholders (other than the Company Stockholders and their successors in interest) and their successors and assigns, however, that ▇▇▇▇▇▇▇▇'s duty to and (b) Parent shall indemnify, defend and hold harmless hereunder shall not extend the Company Stockholders, in each case from, against and with respect to liability to the extent arising from the gross negligence any claim, liability, obligation, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or willful misconduct prosecuting any litigation or claim, action, suit, proceeding or demand) of the Department. ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless the Department and other Indemnified Parties shall survive the term of this Agreement, the release, repayment and/or cancellation of the Note, and the reconveyance any kind or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development character ("HUDDamages") acquires title to the Developmentarising out of or in any manner incident, relating or attributable to: (i) any material inaccuracy in any representation or material breach of warranty by an indemnifying party contained in this indemnification provision will not apply to HUD. b. The Borrower waives and releases Agreement or in any and all rights to any types of express certificate, instrument or implied indemnity against the Department transfer or its agents, officers other document or employees. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and agreement executed by in connection with subparagraphs 34a. and b. this Agreement or otherwise made or given in connection with this Agreement; (ii) any failure by an indemnifying party to perform or observe, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by it under this Agreement or under any certificates or other documents or agreements executed in connection with this Agreement; (iii) in the case of clause (a) above, arising out of any reliance by Parent on any books or records of the Company or reliance by Parent on any information furnished to Parent pursuant to this Agreement by or on behalf of the Company or the Company Stockholders; (iv) in the case of clause (a) above, arising out of or relating to operation of the business of the Company on or prior to the Closing Date or facts and circumstances existing at or prior to the waiversClosing Date, releaseswhether or not such liabilities or obligations were known on such date; and (v) in the case of clause (b) above, agreements and other undertakings by Borrower thereunder. Said section 1542 provides as follows:arising of or relating to operation of the business of the Company after the Closing Date.

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ Borrower agrees to indemnify defend, protect, indemnify, and defend hold harmless the Department and its agents, employees, officers, successors and assigns (collectivelyAgent, the “Indemnified Parties”Issuing Bank, each Lender and each Related Party of each of the foregoing (collectively called the "Indemnitees") against, from and holds the Department and other Indemnified Parties harmless from, against any and all liabilities, obligations, losses, damages, liabilities, claimspenalties, actions, judgments, court costs suits, claims, costs, expenses and legal disbursements of any kind or other expenses nature whatsoever (including attorneys' feesincluding, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees) of every namein connection with any investigative, kind and description which are threatened administrative or asserted againstjudicial proceeding, whether or suffered or not such Indemnitees shall be designated a party thereto that may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise, including any liabilities and costs under federal, state or local environmental, health or safety laws, regulations, or common law principles, arising from or in connection with the Department past, present or future operations of Borrower and of its Subsidiaries, or their respective predecessors in interest, or the past, present or future environmental condition of the Property of Borrower or any other Indemnified Party as a direct of its Subsidiaries, the presence of asbestos-containing materials at any such Property, or indirect consequence of: (1the Release or threatened Release of any Contaminant into the environment from any such Property) in any manner relating to or arising out of this Agreement, the making of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as and when required by this Agreement Collateral Documents or any of the other Loan Transaction Documents; (3) any failure at any time of any , the capitalization of Borrower's representations , the Lenders' Commitments, the making or warranties issuance of, management of and participation in the Loans or the Letters of Credit or the use or intended use of and the proceeds of the Loans or the Letters of Credit hereunder (collectively, the "Indemnified Matters"); provided that Borrower shall have no obligation to be materially true and correct; (4) any act or omission by Borrower, any contractor, subcontractor, material supplier, engineer, architect or other person or entity an Indemnitee hereunder with respect to the Property or the Development, or the design, construction, management, maintenance, repair or operation thereof; (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the presence of any environmental conditions at the Development or on the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%matters for which such Indemnitee has been compensated pursuant to or for which an exemption is provided in Section 2.09(d) per annum, compounded annually, or 2.11(b) or any other provision of this Agreement and (ii) the maximum rate permitted Indemnified Matters caused by law. ▇▇▇▇▇▇▇▇’s duty to indemnify, defend and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnify, defend and hold harmless the Department and the other Indemnified Parties as set forth herein regardless of the existence or degree of fault or negligence whether active or passive, primary or secondary on the part of the Department or such other Indemnified Parties, the Borrower or their respective agents, officers, employees, contractors or subcontractors; provided, however, that ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless hereunder shall not extend to liability to the extent arising resulting from the gross negligence or willful misconduct of the Department. ▇▇▇▇▇▇▇▇'s duty to indemnifythat Indemnitee, defend and hold harmless the Department and other Indemnified Parties shall survive the term as determined by a final judgment of this Agreement, the release, repayment and/or cancellation of the Note, and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD") acquires title to the Development, this indemnification provision will not apply to HUD. b. The Borrower waives and releases any and all rights to any types of express or implied indemnity against the Department or its agents, officers or employees. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34a. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder. Said section 1542 provides as follows:a court

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ Borrower agrees to indemnify defend, protect, indemnify, and defend hold harmless the Department and its agents, employees, officers, successors and assigns (collectivelyAgent, the “Indemnified Parties”Issuing Bank, each Lender and each Related Party of each of the foregoing (collectively called the "Indemnitees") against, from and holds the Department and other Indemnified Parties harmless from, against any and all liabilities, obligations, losses, damages, liabilities, claimspenalties, actions, judgments, court costs suits, claims, costs, expenses and legal disbursements of any kind or other expenses nature whatsoever (including attorneys' feesincluding, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees) of every namein connection with any investigative, kind and description which are threatened administrative or asserted againstjudicial proceeding, whether or suffered or not such Indemnitees shall be designated a party thereto that may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise, including any liabilities and costs under federal, state or local environmental, health or safety laws, regulations, or common law principles, arising from or in connection with the Department past, present or future operations of Borrower and of its Subsidiaries, or their respective predecessors in interest, or the past, present or future environmental condition of the Property of Borrower or any other Indemnified Party as a direct of its Subsidiaries, the presence of asbestos-containing materials at any such Property, or indirect consequence of: (1the Release or threatened Release of any Contaminant into the environment from any such Property) in any manner relating to or arising out of this Agreement, the making of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as and when required by this Agreement Collateral Documents or any of the other Loan Transaction Documents; (3) any failure at any time of any , the capitalization of Borrower's representations , the Lenders' Commitments, the making or warranties issuance of, management of and participation in the Loans or the Letters of Credit or the use or intended use of and the proceeds of the Loans or the Letters of Credit hereunder (collectively, the "Indemnified Matters"); provided that Borrower shall have no obligation to be materially true and correct; (4) any act or omission by Borrower, any contractor, subcontractor, material supplier, engineer, architect or other person or entity an Indemnitee hereunder with respect to the Property or the Development, or the design, construction, management, maintenance, repair or operation thereof; (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the presence of any environmental conditions at the Development or on the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%matters for which such Indemnitee has been compensated pursuant to or for which an exemption is provided in Section 2.09(d) per annum, compounded annually, or 2.11(b) or any other provision of this Agreement and (ii) the maximum rate permitted Indemnified Matters caused by law. ▇▇▇▇▇▇▇▇’s duty to indemnify, defend and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnify, defend and hold harmless the Department and the other Indemnified Parties as set forth herein regardless of the existence or degree of fault or negligence whether active or passive, primary or secondary on the part of the Department or such other Indemnified Parties, the Borrower or their respective agents, officers, employees, contractors or subcontractors; provided, however, that ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless hereunder shall not extend to liability to the extent arising resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a final judgment of a court of competent jurisdiction. To the Department. ▇▇▇▇▇▇▇▇'s duty extent that the undertaking to indemnify, defend pay and hold harmless set forth in this Section 11.04 may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the Department maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. Without prejudice to the survival of any other Indemnified Parties agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section 11.04 shall survive the term payment in full of principal and interest hereunder and the termination of this Agreement, the release, repayment and/or cancellation of the Note, and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD") acquires title to the Development, this indemnification provision will not apply to HUD. b. The Borrower waives and releases any and all rights to any types of express or implied indemnity against the Department or its agents, officers or employees. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34a. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder. Said section 1542 provides as follows:

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ (a) Without limiting any other rights which any such Person may have hereunder or under applicable law, the Seller agrees to indemnify and defend the Department and its agents, employees, officers, successors and assigns (collectivelyPurchaser, the “Indemnified Parties”) against, and holds the Department and other Indemnified Parties harmless from, any and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees) of every name, kind and description which are threatened or asserted against, or suffered or incurred by, the Department or any other Indemnified Party as a direct or indirect consequence of: (1) the making of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as and when required by this Agreement or any of the other Loan Documents; (3) any failure at any time of any of Borrower's representations or warranties to be materially true and correct; (4) any act or omission by Borrower, any contractor, subcontractor, material supplier, engineer, architect or other person or entity with respect to the Property or the Development, or the design, construction, management, maintenance, repair or operation thereof; (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the presence of any environmental conditions at the Development or on the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%) per annum, compounded annually, or (ii) the maximum rate permitted by law. ▇▇▇▇▇▇▇▇Purchaser’s duty to indemnify, defend and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnify, defend and hold harmless the Department Affiliates and the other Indemnified Parties as set forth herein regardless of the existence or degree of fault or negligence whether active or passivepartners, primary or secondary on the part of the Department or such other Indemnified Parties, the Borrower or their respective agentsdirectors, officers, employees, contractors agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of the Purchaser and of the Purchaser’s Affiliates (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities -6- and related reasonable and documented out-of-pocket costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) incurred by such Indemnified Party by reason of (i) any acts or subcontractors; providedomissions of the Seller in its capacity as Seller hereunder in breach of any of its agreements or covenants under any Loan Document or the transactions contemplated thereby or (ii) any breach of any representation or warranty of the Seller in its capacity as Seller hereunder contained in any Loan Document or in any certification or written material delivered by the Seller pursuant to any Loan Document, excluding, however, that ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless hereunder shall not extend to liability Indemnified Amounts (a) to the extent arising determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Department. ▇▇▇▇▇▇▇▇'s duty to indemnifysuch Indemnified Party, defend and hold harmless the Department and other Indemnified Parties shall survive the term of this Agreement, the release, repayment and/or cancellation of the Note, and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD"b) acquires title related to the Developmentnonpayment by any obligor of an amount due and payable with respect to a Transferred Asset or any change in the market value of any Transferred Asset, this indemnification provision will not apply to HUD. b. The Borrower waives and releases any and all rights (c) related to any types loss in value of express any Cash Equivalent or implied indemnity against the Department (d) in respect of Taxes (other than Taxes that represent losses or its agents, officers or employeesdamages arising from a non-Tax claim). c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34a. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder. Said section 1542 provides as follows:

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ agrees to 12.1 City shall defend, indemnify and defend hold each and all of the Department Tacoma Indemnitees harmless from and its agents, employees, officers, successors and assigns (collectively, the “Indemnified Parties”) against, and holds the Department and other Indemnified Parties harmless from, against any and all claims, liens, demands, actions, losses, damages, liabilitiescosts, claims, actions, judgments, court costs expenses and legal or other expenses liabilities (including attorneys' fees) of every name, kind and description which are threatened arising directly or asserted against, indirectly from or suffered or incurred by, the Department or any other Indemnified Party as a direct or indirect consequence ofin connection with: (1a) the making of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as transportation, storage, sale, delivery and when required by this Agreement or any of the other Loan Documents; (3) any failure at any time use of any of Borrower's representations or warranties water delivered to be materially true and correct; City in accordance with this Agreement; (4b) any act or omission by Borrowerthe negligent, any contractor, subcontractor, material supplier, engineer, architect or other person or entity with respect to the Property or the Developmentreckless, or the designotherwise tortious acts or omissions of City, constructionor of anyone directly or indirectly retained or employed by City, management, maintenance, repair or operation thereof; in performance of this Agreement; (5c) any failure of the Property City to perform or the Development to comply with all applicable lawsany one or more obligations made or arising under this Agreement; (d) any material breach, statutesfailure, rulesinconsistency, regulations inaccuracy or orders, including without limitation the Program Requirements, now default of any one or hereafter applicable thereto, or more representations made to Tacoma in Section 18; (6e) the presence use or resale of any environmental conditions at the Development or on Wholesale Water Supply for fire suppression purposes, or (f) City Hazardous Substances. To the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%) per annum, compounded annually, or (ii) the maximum rate fullest extent permitted by law. ▇▇▇▇▇▇▇▇’s duty Applicable Law, City's obligation to indemnifyso release, defend defend, indemnify and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnify, defend and hold harmless the Department and the other Indemnified Parties as set forth herein apply regardless of the existence negligence or degree strict liability of fault any one or negligence whether active or passive, primary or secondary on the part more of the Department Tacoma Indemnitees. As between the Parties and solely for the purpose of the indemnities contained in this Section 12.1, City expressly waives any immunity, defense or such protection that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW, or any other Indemnified Partiesindustrial insurance, workers' compensation or similar laws of the Borrower or their respective agents, officers, employees, contractors or subcontractors; provided, however, that ▇▇▇▇▇▇▇▇'s duty State of Washington to indemnify, defend and hold harmless hereunder the fullest extent permitted by Applicable Law. This Section 12.1 shall not extend be interpreted or construed as a waiver of City's right to liability to assert such immunity, defense or protection directly against any of its own employees or any such employee's estate or other representatives. This Section 12.1 has been mutually negotiated by the extent arising from the gross negligence or willful misconduct of the Department. ▇▇▇▇▇▇▇▇'s duty to indemnify, defend Parties and hold harmless the Department and other Indemnified Parties shall survive the term expiration or termination of this Agreement, the release, repayment and/or cancellation of the Note, and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD") acquires title . 12.2 Neither Party shall be monetarily liable to the Development, this indemnification provision will not apply other Party or its respective customers for failure to HUDsupply and deliver the Wholesale Water Supply at any time or for any reason. b. The Borrower waives and releases any and all rights to any types of express or implied indemnity against the Department or its agents12.3 EXCEPT WITH RESPECT TO THIRD-PARTY CLAIMS AS TO WHICH CITY HAS ASSUMED OBLIGATIONS ARISING UNDER SECTION 12.1 AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, officers or employees. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34aNEITHER PARTY SHALL BE LIABLE AS A RESULT OF ANY ACTION OR INACTION UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHER FAULT, STRICT LIABILITY WITHOUT REGARD TO FAULT, BREACH OF CONTRACT OR WARRANTY, FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT LOSSES OR SIMILAR DAMAGES OF ANY NATURE WHATSOEVER, WHETHER ARISING UNDER THE LAW OF CONTRACTS, TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OF EVERY KIND AND STRICT LIABILITY, WITHOUT FAULT) OR PROPERTY, OR AT COMMON LAW OR IN EQUITY, OR OTHERWISE, IRRESPECTIVE OF WHETHER SUCH LOSSES OR SIMILAR DAMAGES ARE REASONABLY FORESEEABLE AND IRRESPECTIVE OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR EXISTENCE OF SUCH DAMAGES. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder13. Said section 1542 provides as follows:REGULATORY COMPLIANCE

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ Borrower agrees to indemnify and defend the Department and its agents, employees, officers, successors employees and assigns (collectively, the “Indemnified Parties”) officers against, and holds the Department and other Indemnified Parties its agents, employees and officers harmless from, any and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees) of every name, kind and description description, which are threatened or asserted against, or suffered or incurred by, the Department or any other Indemnified Party may incur as a direct or indirect consequence of: (1) the The making of the Loan to the Borrower; ; (2) Borrower's failure to perform any obligations as and when required by this Agreement or any of the other Loan Documents; ; (3) any Any failure at any time of any of Borrower's representations or warranties to be materially true and correct; ; (4) any Any act or omission by Borrower, any contractor, subcontractor, material supplier, engineer, architect or other person or entity with respect to the Property or the Development, or the design, construction, management, maintenance, repair maintenance or operation thereofof the Development; or (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the The presence of any environmental conditions hazardous substances, as defined in the Standard Agreement, at the Development or on the Property. ▇▇▇▇▇▇▇▇ Borrower shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) of ten percent (10%) per annum, compounded annually, or (ii) . The duty of the maximum rate permitted by law. ▇▇▇▇▇▇▇▇’s duty Borrower to indemnify, defend indemnify and hold save harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnify, defend indemnify and hold harmless the Department and the other Indemnified Parties its agents, officers and employees as set forth herein regardless of the existence or degree of fault or negligence whether active or passive, primary or secondary on the part of the Department or such other Indemnified PartiesDepartment, the Borrower or their respective agents, officers, employees, contractors or subcontractorssubcontractor; provided, however, that ▇▇▇▇▇▇▇▇Borrower's duty to indemnify, defend indemnify and hold harmless hereunder shall not extend to liability to the extent arising from the gross negligence or willful misconduct of the Department. ▇▇▇▇▇▇▇▇Borrower's duty to indemnify, defend and hold harmless indemnify the Department and other Indemnified Parties shall survive the term of this Agreement, the release, repayment and/or release and cancellation of the Note, Note and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD") acquires title to the Development, this indemnification provision will not apply to HUD. b. The Borrower waives and releases any and all rights to any types of express or implied indemnity against the Department or its agents, officers or employees. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34a. a. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder. Said section 1542 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.

Indemnification and Waiver. a. ▇▇▇▇▇▇▇▇ Tenant agrees that Landlord shall not be liable for any damage or liability of any kind, or for any injury to or death of persons, or damage to property of Tenant or any other person during the Lease Term, from any cause whatsoever, resulting from the use, occupation or enjoyment of the Premises or the operation of business therein or therefrom by Tenant or any person holding under Tenant. Tenant hereby agrees to indemnify and defend the Department hold Landlord and its Landlord’s officers, directors, shareholders, partners, joint venturers, members, managers, agents, employees, officers, successors contractors and assigns representatives (collectively, the “Indemnified Landlord Parties”) against, harmless from and holds the Department and other Indemnified Parties harmless from, against any and all lossesliabilities, damages, liabilitieslosses, demands, claims, actionscosts, expenses (including reasonable attorneys’ fees and costs), obligations, liens, penalties, fines, judgments, court costs actions, causes of action and legal lawsuits (herein collectively “Liabilities”), which Landlord may suffer or other expenses (including attorneys' fees) of every nameincur arising out of, kind and description which are threatened in connection with or asserted againstresulting from this Lease, or suffered or incurred byincluding, the Department or any other Indemnified Party as a direct or indirect consequence of: (1) the making of the Loan to the Borrower; (2) Borrower's failure to perform any obligations as and when required by this Agreement or any of the other Loan Documents; (3) any failure at any time of any of Borrower's representations or warranties to be materially true and correct; (4) any act or omission by Borrowerbut not limited to, any contractor, subcontractor, material supplier, engineer, architect or other person or entity with respect to the Property or the Development, or the design, construction, management, maintenance, repair or operation thereof; (5) any failure of the Property or the Development to comply with all applicable laws, statutes, rules, regulations or orders, including without limitation the Program Requirements, now or hereafter applicable thereto, or (6) the presence of any environmental conditions at the Development or on the Property. ▇▇▇▇▇▇▇▇ shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate equal to the lesser of: (i) ten percent (10%) per annum, compounded annually, or (ii) the maximum rate permitted by law. ▇▇▇▇▇▇▇▇’s duty to indemnifyand Tenant’s officers, defend and hold harmless includes the duties to defend as set forth in section 2778 of the Civil Code. Borrower shall indemnifydirectors, defend and hold harmless the Department and the other Indemnified Parties as set forth herein regardless of the existence or degree of fault or negligence whether active or passiveshareholders, primary or secondary on the part of the Department or such other Indemnified Partiespartners, the Borrower or their respective joint venturers, members, agents, officers, employees, contractors contractors, licensees, invitees, customers, sublessees and assignees (collectively the “Tenant Parties”) failure to observe or subcontractors; provided, however, that ▇▇▇▇▇▇▇▇'s duty to indemnify, defend and hold harmless hereunder shall not extend to liability to the extent arising from the gross negligence or willful misconduct comply with laws of the DepartmentUnited States of America, the laws of the State of California, or the ordinances, regulations or requirements of the local, municipal or county governing bodies or any other lawful governmental or quasi-governmental authorities having jurisdiction over the Project, the conduct of Tenant’s business, any activity, work or other things done, or permitted or suffered by Tenant or Tenant Parties in or about the Premises or other portions of the Project, or the breach or default of any of Tenant’s obligations under this Lease. ▇▇▇▇▇▇▇▇'s duty to indemnify▇ further agrees that in case of any one or more Liabilities, threatened or actual, arising against Landlord, Tenant shall, upon notice from Landlord, defend Landlord at Tenant’s sole cost and hold harmless the Department and other Indemnified Parties expense by counsel satisfactory to Landlord. Tenant shall survive the term of this Agreement, the release, repayment and/or cancellation of the Notenot be liable for, and the reconveyance or partial reconveyance of the Deed of Trust. In the event the United States Department of Housing and Urban Development ("HUD") acquires title to the Development, this indemnification provision will foregoing indemnity shall not apply to HUD. b. The Borrower waives to, damage or injury occasioned by the willful misconduct or gross negligence of Landlord and releases any and all rights to any types of express or implied indemnity against the Department or its designated agents, officers servants or employees, unless the same is covered by insurance that Tenant is required to provide. c. The Borrower expressly waives the protections of section 1542 of the Civil Code in relation to and in connection with subparagraphs 34a. and b. above, and the waivers, releases, agreements and other undertakings by Borrower thereunder. Said section 1542 provides as follows: