Common use of Release and Indemnification Clause in Contracts

Release and Indemnification. The Custodian shall not be liable for executing, failing to execute, or for any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and agrees, to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by law.

Release and Indemnification. The Custodian Tenant agrees to use and occupy the Leased Premises at its own risk and hereby releases Landlord and Landlord’s agents and employees from all claims for any damage or injury to the full extent permitted by Law. Tenant agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other tenant or any other Person. Tenant agrees that any employee or agent to whom the Leased Premises or any part thereof shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to the Leased Premises or any part thereof, and neither Landlord nor Landlord’s agents, employees or contractors shall be liable for executingany loss of or damage to the Leased Premises or any part thereof. Tenant shall indemnify, failing to executeprotect, or for defend and hold harmless each of the Indemnified Parties from and against any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, however, that the Custodian. Seller hereby releases and agrees, term “gross negligence” shall not include gross negligence imputed as a matter of law to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties solely by reason of Landlord’s interest in the Leased Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) relating in any way to the Leased Premises or caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Leased Premises, whether relating to its original design or arising out construction, latent defects, alteration, maintenance, use by Tenant or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Custody Agreement Lease by Tenant, its officers, employees, agents or other Persons. It is expressly understood and agreed that Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever. The foregoing indemnity shall not apply in the case of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of governed by the Indemnified Custodian Parties or any other Person, indemnity provisions set forth in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawArticle 16.

Release and Indemnification. The Custodian Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the full extent permitted by law (except to the extent such claims for any damage or injury are caused by Lessor’s gross negligence or willful misconduct). Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for executing, failing any loss of or damage to execute, the Properties or for any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Paperspart thereof, except in to the case extent caused by Lessor’s gross negligence or willful misconduct. Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, however, that the Custodian. Seller hereby releases and agrees, term “gross negligence” shall not include gross negligence imputed as a matter of law to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties solely by reason of Lessor’s interest in any way Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or arising out construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Custody Agreement Lease by Lessee, its officers, employees, agents or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties Persons. It is expressly understood and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Partyagreed that Lessee’s fraud, gross negligence or willful misconduct. The foregoing indemnification obligations under this Section shall survive the expiration or earlier termination or assignment of this Custody Lease for any reason whatsoever. 4817-7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY and the resignation or removal of the Custodian hereunderWV File No. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by law.7210 /02-629.1

Release and Indemnification. The Custodian Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the full extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for executingany loss of or damage to the Properties or any part thereof. Lessee shall indemnify, failing to executeprotect, or for defend and hold harmless each of the Indemnified Parties from and against any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, however, that the Custodianterm “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. Seller hereby releases It is expressly understood and agrees, to agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever. Lessor shall indemnify, payprotect, defend and hold harmless the Custodian Lessee, their agents, employees, invitees, patients, partners, officers and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) contractors from and against any and all claimsLosses suffered by such party arising out of the gross negligence or willful misconduct of Lessor, liabilitiesits agents, obligationsemployees or contractors; provided, losseshowever, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) that the term “gross negligence” shall not include gross negligence imputed as a matter of any kind whatsoever which may be imposed upon, incurred by law to Lessor or asserted against any of the Indemnified Custodian Parties solely by reason of Lessor’s interest in any way Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease or caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or arising out construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Custody Agreement Lease by Lessee, its officers, employees, agents or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawPersons.

Release and Indemnification. The Custodian Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the full extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for executingany loss of or damage to the Properties or any part thereof. Lessee shall indemnify, failing to executeprotect, or for defend and hold harmless each of the Indemnified Parties from and against any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, however, that the Custodianterm “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. Seller hereby releases It is expressly understood and agrees, to agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever. Lessor shall indemnify, payprotect, defend and hold harmless the Custodian Lessee, their agents, employees, invitees, patients, partners, officers and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) contractors from and against any and all claimsLosses suffered by such party arising out of the gross negligence or willful misconduct of Lessor, liabilitiesits agents, obligationsemployees or contractors; provided, losseshowever, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) that the term “gross negligence” shall not include gross negligence imputed as a matter of any kind whatsoever which may be imposed upon, incurred by law to Lessor or asserted against any of the Indemnified Custodian Parties parties solely by reason of Lessor’s interest in any way Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease or caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or arising out construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Custody Agreement Lease by Lessee, its officers, employees, agents or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawPersons.

Release and Indemnification. The Custodian shall not be liable for executing, failing to execute, or for any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and agrees, to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by law.

Release and Indemnification. The Custodian Tenant agrees to use and occupy the Property at its own risk and hereby releases Landlord and Landlord’s agents and employees from any and all claims for any Loss, damage or injury to the full extent permitted by law. Tenant agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Tenant agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to the Property or any part thereof, and neither Landlord nor Landlord’s agents, employees or contractors shall be liable for executingany loss of or damage to the Property or any part thereof. Tenant shall indemnify, failing to executeprotect, or for defend and hold harmless each of the Indemnified Parties from and against any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, however, that the Custodianterm “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Landlord’s interest in the Property or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Tenant or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other Persons. Seller hereby releases It is expressly understood and agrees, agreed that Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever. Landlord agrees to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) Tenant Entities from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of Losses resulting from claims by third parties occasioned by injuries to any kind whatsoever which may be imposed upon, incurred person or damage to property occurring on or about the Property to the extent caused by or asserted against any of the Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian PartyLandlord’s fraud, gross negligence or willful misconduct. The foregoing indemnification In case any action or proceeding is brought against any Tenant Entity and such claim is a claim from which Landlord is obligated to indemnify Tenant Entities pursuant to this Section, Landlord, upon written notice from Tenant, shall resist and defend such action or proceeding at Landlord’s expense. It is expressly understood and agreed that Landlord’s obligations under this Section shall survive the expiration or earlier termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawLease for any reason whatsoever.

Release and Indemnification. (a) The Custodian Landlord shall indemnify and hold harmless the Tenant and its officers, employees, agents and instrumentalities from and any all liability, losses or damages, including attorneys’ fees and costs of defense, which the Tenant or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to, or resulting from the negligence of the Landlord or negligence of its employees, agents, partners, principals or subcontractors. Landlord shall pay all claims and losses in connections therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the Tenant, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorneys’ fees which may issue thereon. Landlord expressly understands and agrees that any insurance protection required by this Lease or otherwise provided by Landlord shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Tenant, or its officers, employees, agents, and instrumentalities as herein provided. (b) The Tenant shall not be liable for executing, failing to executeany damage or injury which may be sustained by any party or person on the Premises, or for any mistake in the execution ofBuilding, such request or instructions in connection with on the certificationLand, release other than the damage or shipment of any Loan Papers, except in injury caused solely by the case negligence of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and agreesTenant, to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directorsand employees, employees subject to the limitations of Florida Statutes, Section 768.28. (c) ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ agree that Landlord shall not be responsible or agents (liable to Tenant for bodily injury, personal injury or property damage occasioned by the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any other tenant of the Indemnified Custodian Parties Building or any other Personperson except those damages occasioned by the neglegient acts or omissions of Landlord or its officers, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liabilityemployees, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconductagents. The foregoing indemnification Theobligations under this Section 15(c) shall survive the expiration or earlier termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawLease for any reason whatsoever.

Release and Indemnification. The Custodian shall not be liable Purchaser (for executing, failing to execute, or itself and all Purchaser Indemnitees) hereby releases Seller Indemnitees for any mistake in the execution of, such request Indemnification Loss incurred by any Purchaser Indemnitee arising from or instructions in connection with the certificationInspections (including, release without limitation, any liens placed on the Property, including any Excluded Property, caused by or shipment at the direction of any Loan PapersPurchaser), except in to the case extent resulting from Seller’s or any Seller Indemnitees’ negligent act or omission or breach by Seller of the gross negligence or willful misconduct of the Custodianthis Master Purchase and Sale Agreement. Seller hereby releases and agreesPurchaser shall defend, to indemnify, pay, defend indemnify and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) Seller Indemnitees in accordance with ARTICLE XV hereof from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements Indemnification Loss incurred by Seller Indemnitees arising from or in connection with the Inspections. Purchaser's foregoing obligations shall not include any obligation or duty whatsoever with respect to Indemnification Loss (including reasonable attorneys’ fees and disbursementsIndemnification Loss that the Property has declined in value) arising out of, resulting from or incurred in connection with (i) any pre-existing conditions at the Property, including, without limitation, the discovery or presence of any kind whatsoever which may be imposed uponHazardous Substances, incurred by or asserted against any of (ii) the Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any negligent act or omission of Seller or any Seller Indemnitee, (iii) breach of this Master Purchase Agreement by Seller, or (iv) the results or findings of any tests or analyses of Purchaser's environmental or other investigation of the Indemnified Custodian Parties Property. Upon Seller’s request, Purchaser, at its cost and based on expense, shall repair any claim damage to the Property, including any Excluded Property, arising from or theory of strict liabilityin connection with the Inspections, and restore the Property, including any Excluded Property, to substantially the same condition as existed prior to the Inspections, or solereplace the Property or such third party, comparative or contributory negligenceincluding the Excluded Property, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconductwith property of substantially the same quantity and quality. The foregoing indemnification This Section 4.1.5 shall survive the termination or assignment of this Custody Agreement Master Purchase and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawSale Agreement.

Release and Indemnification. The Custodian Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the full extent permitted by law except to the extent arising from the gross negligence or willful misconduct of Lessor. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person except to the extent arising from the gross negligence or willful misconduct of Lessor. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for executingany loss of or damage to the Properties or any part thereof. Lessee shall indemnify, failing to executeprotect, or for defend and hold harmless each of the Indemnified Parties from and against any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, however, that the Custodian. Seller hereby releases and agrees, term “gross negligence” shall not include gross negligence imputed as a matter of Law to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties solely by reason of Lessor’s interest in any way Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, prior to or during the Lease Term, whether relating to its original design or arising out construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Custody Agreement Lease by Lessee, its officers, employees, agents or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties Persons. It is expressly understood and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Partyagreed that Lessee’s fraud, gross negligence or willful misconduct. The foregoing indemnification obligations under this Section shall survive the expiration or earlier termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawLease for any reason whatsoever.

Release and Indemnification. The Custodian Landlord shall not be liable for executingany damage occasioned by failure to keep the Leased Premises in repair, failing to executeand shall not be liable for any damage done or occasioned by or from electric current, plumbing, gas, water, steam, or sewage, or the bursting, leaking, running or failure of operation of any radiator, tank, water closet, wash stand, waste pipe, air conditioning or any other apparatus in, above, upon or about the Building or other portions of the Leased Premises, nor for damage occasioned by water, snow, or ice being upon any sidewalk or entrance way, or being upon or coming through the roof, skylight, trap door or any other opening in the Building or other portions of the Leased Premises, unless occasioned by the willful misconduct of Landlord nor shall Landlord be liable, in any event, for any mistake in damage arising from the execution ofaction or negligence of Tenant, such request co-tenants or instructions other occupants thereof or of any owners or occupants of adjacent or contiguous property. Tenant hereby releases, discharges and agrees to indemnify, protect and save harmless Landlord of and from any and all claims, demands and liability for any loss, damage, injury or other casualty to property, whether it be that of either of the parties hereto or of third persons, whether they be third persons of Tenant or agents or employees of Tenant, caused by growing out of or happening in connection with Tenant's use or occupancy of the certification, release Leased Premises or shipment Tenant's use of any Loan Papersequipment, except facilities or property in, or adjacent to the Building. Landlord shall not be liable in any manner for mail deposited in the case mail chute nor any damage sustained to mail so deposited. Landlord agrees that it will at all times during the term of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and agrees, to this Lease indemnify, payprotect, defend and hold save harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) Tenant from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable charge, liability or attorneys’ ' fees and disbursements) arising from damage or injury, actual or claimed, of whatsoever kind or character resulting from Landlord's use of the Building or any part thereof, or Landlord's use of any kind whatsoever which may be imposed uponequipment, incurred by facilities or asserted against any of the Indemnified Custodian Parties in any way relating to property in, on or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence adjacent to the fullest extent allowed by lawBuilding.

Release and Indemnification. The Custodian Tenant agrees to use and occupy the Properties at its own risk and hereby releases Landlord and Landlord’s agents and employees from all claims for any damage or injury to the full extent permitted by Law; provided, however, that such release shall not apply to any claim, damage or injury to the extent caused by the gross negligence or willful misconduct of Landlord, its agents or employees. Tenant agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person; provided, however, that such release shall not apply to any claim, damage or injury to the extent caused by the gross negligence or willful misconduct of Landlord, its agents or employees. Tenant agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to the Properties or any part thereof, and neither Landlord nor Landlord’s agents, employees or contractors shall be liable for executingany loss of or damage to the Properties or any part thereof. Tenant shall indemnify, failing to executeprotect, or for defend and hold harmless each of the Indemnified Parties from and against any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of any Indemnified Party; provided, however, that the Custodian. Seller hereby releases and agrees, term “gross negligence” as used herein shall not include gross negligence imputed as a matter of law to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties solely by reason of Landlord’s interest in any Property or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) relating in any way to the Properties or caused by, incurred or resulting from Tenant’s operations at or by Tenant’s use and occupancy of the Properties, whether relating to its original design or arising out construction, latent defects, alteration, maintenance, use by Tenant or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Custody Agreement Lease by Tenant, its officers, employees, agents or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties Persons. It is expressly understood and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Partyagreed that Tenant’s fraud, gross negligence or willful misconduct. The foregoing indemnification obligations under this Section shall survive the expiration or earlier termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawLease for any reason whatsoever.

Release and Indemnification. The Custodian shall not be liable a. Tenant releases Landlord and agrees to defend, indemnify and hold harmless Landlord from any claim by any person for executingany injury, failing to executedeath, damage, loss, liability or expense which arises upon, about, or for any mistake in the execution of, such request or instructions in connection with the certificationPremises due to an occurrence during the Term or any period of occupancy by the Tenant, release and arises due to: (i) the negligence of Tenant, its employees, agents or shipment invitees; or (ii) the intentional misconduct or criminal acts of Tenant, its employees, agents or invitees; or (iii) a breach by Tenant, its employees, agents or invitees of any Loan Papersenvironmental law that applies at any time during the Lease Term. b. Tenant releases Landlord from any claim by Tenant, except in the case of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and agrees, to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents for any injury, death, damage, loss, liability or expense which arises from: (i) the “Indemnified Custodian Parties”) from and against any and all claimsstoppage, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by malfunction or asserted against any of the Indemnified Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions breakdown of any of the Indemnified Custodian Parties systems serving the Premises or any other Personthe Building, including without limitation, the water system, the plumbing system, the sewer system, the drainage system, the sprinkler system, the electric system, the lighting, the gas system, or the heating, ventilating and air system, unless said stoppage, malfunction or breakdown is due to improper initial installation or construction by Landlord, its contractors or is covered by contractors’ warranties; or (ii) the stoppage or reduction of utility service, unless due to improper or faulty original installation by Landlord or its contractors. c. Notwithstanding anything to the contrary contained in whole or in part arising out of any act or omission of any this clause, Tenant’s agreement to release, defend, indemnify and hold Landlord harmless shall not apply to the ordinary negligence of the Indemnified Custodian Parties Landlord, its employees, or its agents, as such ordinary negligence relates to any obligation of the Landlord, per this Lease, to construct, alter, repair, maintain or service those portions of the Premises and based on the Building, including the roof replacement, foundation and structural elements which Landlord is required to maintain, repair and replace pursuant to the terms of this Lease. Landlord agrees to release, defend, indemnify and hold Tenant harmless from any claim by any person for any injury, death, damage, loss, liability or theory expense which arises from the negligence of strict liabilityLandlord, its employees or soleagents in fulfilling its obligations under this Lease to construct, comparative alter, maintain or contributory negligenceservice those portions of the Premises and the Building that Landlord is required to maintain, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification repair and replace pursuant to the terms of this Lease. d. Both parties’ obligations under the terms of this clause shall survive the termination or assignment expiration of this Custody Agreement and the resignation or removal Lease for a period of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawone (1) year.

Release and Indemnification. The Custodian Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor's agents and employees from all claims for any damage or injury to the full extent permitted by Law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee's employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee's agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor's agents, employees or contractors shall be liable for executingany loss of or damage to the Properties or any part thereof. Lessee shall indemnify, failing to executeprotect, or for defend and hold harmless each of the Indemnified Parties from and against any mistake in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, however, that the Custodian. Seller hereby releases and agrees, term "gross negligence" shall not include gross negligence imputed as a matter of Law to indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified Custodian Parties solely by reason of Lessor's interest in any way Property or Lessor's failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee's operations or by Lessee's use and occupancy of the Properties or the Improvements, whether relating to its original design or arising out construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Custody Agreement Lease by Lessee, its officers, employees, agents or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties Persons. It is expressly understood and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification agreed that Lessee's obligations under this Section shall survive the expiration or earlier termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawLease for any reason whatsoever.

Release and Indemnification. The Custodian Lessee agrees to use and occupy the Property at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury (except to the extent caused by the negligent or intentional acts or omissions of Lessor or Lessor’s Representatives) to the full extent permitted by Law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person (other than any of Lessor’s Representatives). Lessee agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for executing, failing any loss of or damage to execute, the Property or for any mistake in part thereof (except to the execution of, such request extent caused by the negligent or instructions in connection with the certification, release intentional acts or shipment omissions of any Loan Papers, except in the case of the gross negligence Lessor or willful misconduct of the CustodianLessor’s Representatives). Seller hereby releases and agrees, to Lessee shall indemnify, payprotect, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) Parties from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements Losses (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred excluding Losses suffered by or asserted against any of the an Indemnified Custodian Parties in any way relating to or Party arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular Indemnified Custodian Party’s fraud, gross negligence or willful misconductmisconduct of such Indemnified Party) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. The foregoing indemnification It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by lawLease for any reason whatsoever.