Common use of Tenant’s Indemnification Clause in Contracts

Tenant’s Indemnification. From and after execution of this Lease, ▇▇▇▇▇▇ assumes all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its employees, directors, officers and agents harmless from and against, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) which arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant. If any action or proceeding is brought against Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ has indemnified Landlord, Tenant, upon written notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section shall survive the expiration or other termination of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. From and after execution Except for the willful or grossly negligent acts or omissions (where applicable law imposes a duty to act) of this Lease, ▇▇▇▇▇▇ assumes all risks of its own operations, and those of Tenant or its agents, independent employees or contractors, Landlord hereby agrees to indemnify and any licensees, including the Atascadero BMX Association. hold harmless Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its employeesofficers, directors, officers agents and agents harmless employees or Tenant, from and against, against any and all demands, claims, causes of actionlosses, finesactions, penaltiesdamages, damages liabilities and expense (including consequential damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' fees and expert witness feesdisbursements) which that (i) arise out from or are in connection with the performance of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant. If any action or proceeding is brought against Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ has indemnified Landlord, Tenant, upon written notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section shall survive the expiration Lease, or other termination (ii) arise from or are in connection with any willful or negligent act or omission of this Lease. The Tenant shall have each of Landlord or its agents, independent contractorsor (iii) result from any default, and any licenseesbreach, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms violation or nonperformance of this Lease Agreement or any provision by Landlord, or (iv) arise from injury or death to individuals or damage to property sustained on or about the Common Areas, the Land or the Parking Facilities. Landlord shall, at its own cost and promptly provide expense, upon notice thereof from Tenant, defend any and all actions, suits and proceedings which may be brought against Tenant, and the officers, directors, agents and employees of, and the partners in, Tenant or any of them, with respect to the foregoing or in which Tenant and the officers, directors, agents and employees of, and the partners in, Tenant or any of them, may be impleaded. Landlord shall pay, satisfy and discharge any and all final money Judgments which may be recovered against Tenant, and the officers, directors, agents and employees of, and the partners in Tenant, or any of them, in connection with copies the foregoing. For so long as Landlord is in compliance with the insurance requirements of this Section 11, the indemnity provided above shall be limited to the policy limits of such agreementsinsurance, excluding only such deductibles as Landlord maintains.

Tenant’s Indemnification. From and after execution of this Lease, ▇▇▇▇▇▇ Tenant assumes all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its employees, directors, officers and agents harmless from and against, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) which arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant. If any action or proceeding is brought against Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ Tenant has indemnified Landlord, Tenant, upon written notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section shall survive the expiration or other termination of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. From and after execution of this LeaseExcept to the extent waived by Paragraph 11.3, ▇▇▇▇▇▇ assumes all risks of its own operationsTenant hereby agrees to defend (with counsel reasonably satisfactory to Landlord or Landlord’s Agents, and those of its agentsas applicable), independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend indemnify and hold harmless Landlord and Landlord, its employees, directors, officers and agents harmless ’s Agents from and against, against any and all demands, claims, causes of actiondamage, finesloss, penalties, damages (liability or expense including consequential damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees and expert witness fees) legal costs suffered directly or by reason of any claim, suit or judgment brought by or in favor of any person or persons for damage, loss or expense due to, but not limited to, bodily injury and property damage sustained by such person or persons which arise arises out of of, is occasioned by or relate to: (1) in any way attributable to the use or occupancy or manner of use or occupancy of the Land by Tenant Premises or Project, the Project, or any person claiming under part thereof and adjacent areas by Tenant; (2) any activity, workthe acts or omissions of the Tenant and/or Tenant’s Agents, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage except to the person, property or business extent caused by the [***] of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant. If any action or proceeding is brought against Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ has indemnified Landlord, Tenant, upon written notice from Landlord, will defend ’s Agents. Tenant agrees that the same at Tenant's expense with counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section assumed herein shall survive the termination or expiration or other termination of this Lease. The foregoing indemnity shall not apply, however, to any claims, damage, loss, liability or expense arising out of or in connection with the presence of any Hazardous Materials in, on or about the Premises or the Project, which indemnity shall be governed solely by the provisions of Paragraph 6.6. Landlord shall protect, defend, indemnify and hold Tenant shall have each of its agentsharmless from all loss, independent contractorsdamage, and any licenseesliability or expense, including attorneys’ fees, resulting from any injury to any person or any loss of or damage to any property caused by or resulting from (i) with respect to the Atascadero BMX Association sign an agreement in favor Premises, the [***] of Landlord that obligates each or any officer, employee, agent, or contractor of Landlord; and (ii) with respect to the remainder of the Building and Project other than the Premises, the [***] of Landlord or any officer, employee, agent, or contractor of Landlord; but the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability or expense resulting from injuries to third parties caused by any act, omission (where Tenant had a duty to act) or negligence of Tenant’s agents, independent contractorsor of any officer, and any licenseesemployee, including the Atascadero BMX Associationagent, contractor, invitee or visitor of Tenant. The foregoing indemnity shall not apply, however, to indemnify Landowner any claims, damage, loss, liability or expense arising out of or in accordance connection with the terms presence of this Lease Agreement and promptly provide Landlord with copies any Hazardous Materials in, on or about the Premises or the Project, which indemnity shall be governed solely by the provisions of such agreementsParagraph 6.6.

Tenant’s Indemnification. From Tenant shall indemnify and after execution hold harmless Landlord and all of its and their respective members, partners, directors, officers, agents and employees from any and all liability, loss, cost or expense arising from all third-party claims resulting from or in connection with: 40.1.1 the conduct of any business by Tenant (or any assignee, sublessee, Affiliate, Business Relationship Entity or agent of Tenant) in or about the Premises, or any condition created by Tenant (or any assignee, sublessee, Affiliate, Business Relationship Entity or agent of Tenant) in or about the Premises, in either case during the Term of this Lease; 40.1.2 any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers, agents, employees, invitees or contractors provided however that Tenant shall not be required to indemnify Landlord for any violation that would otherwise be covered by Landlord’s zoning representation in Section 7; 40.1.3 any accident, injury or damage whatever occurring in, at or upon the Premises during the Term of this Lease, ▇▇▇▇▇▇ assumes other than those items covered under Landlord’s indemnity as described in Section 40.2; 40.1.4 any breach or default by Tenant (after notice thereof to Tenant by Landlord and the expiration of any applicable cure period) in the full and prompt payment and performance of Tenant’s obligations under this Lease; together with all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its employees, directors, officers and agents harmless from and against, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, costs and expenses (reasonably incurred or paid in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys' attorney’s fees and expert witness fees) which arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenantexpenses. If In case any action or proceeding is brought against Landlord or and/or any of its employeesand their respective partners, directors, officers officers, agents or agents by reason of any employees and such claim for is a claim from which ▇▇▇▇▇▇ has indemnified LandlordTenant is obligated to indemnify Landlord pursuant to this Section, Tenant, upon written notice from Landlord, will Landlord shall resist and defend the same at Tenant's expense with such action or proceeding (by counsel reasonably satisfactory to Landlord). Tenant's The obligations of Tenant under this Section shall survive the expiration or other termination of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. From Tenant shall indemnify and after execution of this Lease, ▇▇▇▇▇▇ assumes hold harmless Landlord and all risks of its own operationsand their respective members, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its employeespartners, directors, officers officers, agents and agents harmless employees from and against, any and all demandsliability, claimsloss, causes cost or expense arising from all third-party claims resulting from or in connection with: 40.1.1 The management of actionthe Premises or the conduct of any business therein, finesor any work or thing whatsoever done, penaltiesor any condition created in or about the Premises during the Term of this Lease or during the period of time, damages (including consequential damages)if any, liabilitiesprior to the Commencement Date that Tenant may have been given access to the Premises if a result of acts covered by Section 40.1.2 below; 40.1.2 any act, judgmentsomission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers, agents, employees, invitees or contractors; 40.1.3 any accident, injury or damage whatever occurring in, at or upon the Premises other than those items covered under Landlord's indemnity as described in Section 40.2; 40.1.4 any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease together with all costs and expenses (reasonably incurred or paid in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys' attorney's fees and expert witness fees) which arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenantexpenses. If In case any action or proceeding is brought against Landlord or and/or any of its employeesand their respective partners, directors, officers officers, agents or agents by reason of any employees and such claim for is a claim from which ▇▇▇▇▇▇ has indemnified LandlordTenant is obligated to indemnify Landlord pursuant to this Section, Tenant, upon written notice from Landlord, will Landlord shall resist and defend the same at Tenant's expense with such action or proceeding (by counsel reasonably satisfactory to Landlord). Tenant's The obligations of Tenant under this Section shall survive the expiration or other termination of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. From and after execution of this LeaseTenant waives all claims against Landlord, ▇▇▇▇▇▇ assumes all risks of its own operationsSecurity Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and those the beneficiaries, trustees, officers, directors, employees and agents of its agentseach of the foregoing (including Landlord, independent contractors, and any licenseesthe “Landlord Parties”) for the following, including if caused by any active or passive act, omission or neglect of any Landlord Party or by any act or omission for which liability without fault or strict liability may be imposed: (i)any damage to person or property (or resulting from the Atascadero BMX Associationloss of use thereof), except to the extent such damage is caused by the negligence or willful misconduct of any Landlord Party and not covered by (i.e., exceeding the coverage limits) the insurance required to be carried by Tenant hereunder or to the extent such limitation on liability is prohibited by law, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend defend, protect, and hold Landlordthe Landlord Parties harmless from any obligation, its employeesloss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, officers and agents harmless from and againstemployees, any and all demandsagents, claimscontractors, causes of action, fines, penalties, damages licensees or invitees (including consequential damagesTenant, the “Tenant Parties”), liabilities, judgments, and expenses or (including, without limitation, reasonable attorneys' fees and expert witness fees) which arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3c) any breach by Tenant of any representation, covenant or its employees, agents, contractors other term contained herein. The foregoing indemnification shall apply regardless of any active or invitees passive negligence of this Lease; the Landlord Parties and (4) any injury, loss regardless of whether liability without fault or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering strict liability may be imposed upon the Land under the express or implied invitation of Tenant. If Landlord Parties; provided, however, that, with respect to any action or proceeding is brought against Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ has indemnified LandlordParty, Tenant, upon written notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord. Tenant's ’s obligations under this Section shall survive be inapplicable (i) to the expiration extent such Claims arise from the negligence or other termination willful misconduct of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of such Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms Party or a breach of this Lease Agreement by Landlord, and promptly provide Landlord with copies of are not covered by (i.e., exceeding the coverage limits) the insurance required to be carried by Tenant hereunder, or (ii) to the extent such agreementsobligations are prohibited by applicable Laws.

Tenant’s Indemnification. From Except as otherwise provided in this Section 17.1 and after execution of this Leasein Section 17.2 and subject to the waivers set forth in Section 15.5, ▇▇▇▇▇▇ assumes all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and will neither hold nor attempt to hold Landlord, its employeesaffiliates, directorstheir respective Agents or Mortgagee liable for, officers and agents Tenant will indemnify, hold harmless and defend (with counsel reasonably acceptable to Landlord) Landlord, its affiliates, their respective Agents and Mortgagee, from and against, any and all demands, claims, causes of action, fines, penalties, damages Claims to the extent incurred in connection with or arising from (including consequential damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) which arise out of or relate to: (1i) the use or occupancy or manner of use or occupancy of the Land Premises, or the use of Common Areas, by Tenant or any person claiming under Tenantits Agents; (2ii) any activity, work, work or thing done done, permitted or permitted suffered by Tenant or its Agents in or about the Land; (3) any breach Premises or done by Tenant or its employeesAgents in or about the Project; (iii) any acts, agentsomissions or negligence of Tenant or its Agents in or about the Premises or the Project; (iv) any breach, contractors violation or invitees nonperformance by Tenant, or violation by Tenant’s Agents, of any term, covenant or provision of this LeaseLease or any law, ordinance or governmental requirement of any kind; and (4v) any injury, loss injury or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant. If any action or proceeding is brought against Landlord Tenant or its employeesAgents, directorsincluding, officers without limitation, to vehicles (or agents by reason the contents thereof) of Tenant or Tenant’s Agent’s that are parked in the Parking Facilities, whether incurred in connection with the removal of any such claim for which ▇▇▇▇▇▇ has indemnified Landlord, Tenant, upon written notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section shall survive the expiration vehicles of Tenant or other termination its Agents that are parked in violation of this Lease, the Rules and Regulations or otherwise. The Tenant Notwithstanding the foregoing, Tenant’s indemnities and hold harmless agreements set forth in this Section 17.1 shall have each of its agents, independent contractors, and any licensees, including not apply to the Atascadero BMX Association sign an agreement in favor extent that the Claim is caused by the negligence or willful misconduct of Landlord that obligates each of Tenantor Landlord’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreementsAgents.

Tenant’s Indemnification. From Tenant shall indemnify and after execution of this Lease, ▇▇▇▇▇▇ assumes hold harmless Landlord and all risks of its own operationsand their respective members, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its employeespartners, directors, officers officers, agents and agents harmless employees from and against, any and all demandsliability, claimsloss, causes cost or expense arising from all third-party claims resulting from or in connection with: 40.1.1 the conduct or management of actionthe Premises or of any business therein, finesor any work or thing whatsoever done, penaltiesor any condition created in or about the Premises during the Term of this Lease or during the period of time, damages (including consequential damages)if any, liabilitiesprior to the Commencement Date that Tenant may have been given access to the Premises if a result of acts covered by Section 40.1.2 below; 40.1.2 any act, judgmentsomission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers, agents, employees, invitees or contractors provided however that Tenant shall not be required to indemnify Landlord for any violation that would otherwise be covered by Landlord’s zoning representation in Section 7; 40.1.3 any accident, injury or damage whatever occurring in, at or upon the Premises other than those items covered under Landlord’s indemnity as described in Section 40.2; 40.1.4 any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease together with all costs and expenses (reasonably incurred or paid in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys' attorney’s fees and expert witness fees) which arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenantexpenses. If In case any action or proceeding is brought against Landlord or and/or any of its employeesand their respective partners, directors, officers officers, agents or agents by reason of any employees and such claim for is a claim from which ▇▇▇▇▇▇ has indemnified LandlordTenant is obligated to indemnify Landlord pursuant to this Section, Tenant, upon written notice from Landlord, will Landlord shall resist and defend the same at Tenant's expense with such action or proceeding (by counsel reasonably satisfactory to Landlord). Tenant's The obligations of Tenant under this Section shall survive the expiration or other termination of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. From and after execution of this Lease, ▇▇▇▇▇▇ assumes all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. 21.1 Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold harmless Landlord, its employeesLandlord's asset manager, Landlord's subasset manager, Landlord's partners, any subsidiary or affiliate of Landlord, any Mortgagee, and the officers, directors, officers shareholders, partners, employees, managers, independent contractors, attorneys and agents harmless of any of the foregoing (collectively, the "Indemnitees") from and against, against any and all claims, demands, claims, causes of action, finesjudgments, penaltiescosts and expenses, and all losses and damages (including consequential and punitive damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) which arise out of or relate to: (1) the arising from Tenant's use or occupancy or manner of use or occupancy of the Land by Tenant Demised Premises or any person claiming under Tenant; (2) from the conduct of its business or from any activity, work, or thing done other acts or things done, permitted or suffered by Tenant in or about the Land; (3) Demised Premises, except to the extent caused by Landlord's gross negligence or willful misconduct, and Tenant shall further indemnify, defend and hold harmless the Indemnitees from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this lease, or arising from any act, omission or negligence or willful or criminal misconduct of Tenant, or any officer, agent, employee, independent contractor, guest, or invitee thereof, and from all costs, attorneys' fees and disbursements, and liabilities incurred in the defense of any such claim or any action or proceeding which may be brought against, out of or in any way related to this lease. Upon notice from Landlord, Tenant shall defend any such claim, demand, cause of action or suit at Tenant's expense by counsel reasonably satisfactory to Landlord in its sole discretion. As a material part of the consideration to Landlord for this lease, Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Demised Premises from any cause (excluding liability and damages arising from the environmental condition of the Industrial Complex as of the date of this lease and any remediation and monitoring obligations related thereto), and Tenant hereby waives all claims with respect thereto (except as herein provided) against Landlord. Tenant shall give immediate notice to Landlord in case of casualty or accidents in the Demised Premises. The provisions of this Article 21 shall survive the expiration or sooner termination of this lease. 21.2 All personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant, shall be stored at the sole risk of Tenant. Landlord or its employees, agents, contractors or invitees of this Lease; and (4) agents shall not be liable for any injury, loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the personIndustrial Complex or from the pipes, property appliances or business of Tenantplumbing works therein or from the roof, its employees, agentsstreet or subsurface or from any other places resulting from dampness or any other cause whatsoever, or contractors from the act or negligence of any other tenant or any invitees entering upon officer, agent, employee, contractor or guest of any such tenant, except personal injury caused by or due to the Land under gross negligence or willful misconduct of Landlord. Except to the express extent caused by Landlord's gross negligence or implied invitation of Tenant. If any action or proceeding is brought against willful misconduct, Landlord or its employeesagents shall not be liable for interference with the electrical service, directorsventilation, officers or agents for any latent defect in the Demised Premises. 21.3 The parties hereto acknowledge that all or a part of the Demised Premises may be used for the storage and shipment of goods not owned by Tenant, and Landlord is not willing to enter into this lease unless Tenant indemnifies the Indemnitees to Landlord's satisfaction from any liability on the part of the Indemnitees to the owner(s) of such goods for damage to the same arising out of any acts or omissions of the Indemnitees. As a material inducement to Landlord to enter into this lease, Tenant agrees to defend, indemnify and hold the indemnitees harmless from and against any and all losses, claims, liabilities, obligations and damages imposed upon or incurred or asserted against the Indemnitees by reason of any damage to goods of persons storing such claim for which ▇▇▇▇▇▇ has indemnified Landlord, goods with Tenant, upon written notice from notwithstanding the fact that such losses, claims, liabilities, obligations or damages may have been caused by the acts or omissions of Landlord. Tenant agrees that at all times during which it shall store goods not owned by it in the Demised Premises, will defend it shall insure the same at Tenant's expense with counsel indemnity described under this Section 21.3 in a manner reasonably satisfactory to Landlord. Tenant's obligations under this Section Landlord shall survive not be deemed a bailee, consignee, or warehouseman (or responsible for the expiration standard of care incidental thereto) with respect to any goods stored or other termination of this Lease. The shipped to or from the Demised Premises for consignment or bailment and Tenant shall have each insert a clause to that effect in all warehouse receipts or consignment agreements for the storage or shipment of its agents, independent contractors, and any licensees, including goods to or from the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreementsDemised Premises.

Tenant’s Indemnification. From and after execution Except to the extent the claim arises out of this Leaseany negligence or willful misconduct of Landlord or Landlord’s Parties, ▇▇▇▇▇▇ assumes all risks of its own operationsTenant shall be liable for, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend defend, protect and hold Landlord and the Landlord, its employees, directors, officers and agents ’s Parties harmless from and against, any and all demandsclaims, claimsdamages, judgments, suits, causes of action, fineslosses, penaltiesliabilities and expenses, damages (including consequential damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' ’ fees and expert witness fees) which arise court costs (collectively, “Indemnified Claims”), arising out of or relate to: resulting from third party claims against Landlord arising or resulting from (1a) any occurrence in the Premises following the date Landlord delivers possession of all or any portion of the Premises to Tenant, (b) any act or omission of Tenant or any Tenant’s Parties; (c) the use or occupancy or manner of use or occupancy of the Land Premises, the Building and the Property and conduct of Tenant’s business by Tenant or any person claiming under of Tenant; (2) ’s Parties, or any other activity, work, work or thing done done, permitted or permitted suffered by Tenant or any of Tenant’s Parties, in or about the LandPremises, the Building or elsewhere on the Property; and/or (3d) any breach default by Tenant or its employees, agents, contractors or invitees as to any obligations on Tenant’s part to be performed under the terms of this Lease; and (4) Lease or the terms of any injurycontract or agreement to which Tenant is a party or by which it is bound, loss affecting this Lease or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of TenantPremises. If In case any action or proceeding is brought against Landlord or its employees, directors, officers or agents any Landlord’s Parties by reason of any such claim for which ▇▇▇▇▇▇ has indemnified LandlordIndemnified Claims, Tenant, upon written notice from Landlord, will shall defend the same at Tenant's ’s expense with by counsel reasonably satisfactory to approved in writing by Landlord, which approval shall not be unreasonably withheld. Tenant's ’s indemnification obligations under this Section 16.2 and elsewhere in this Lease shall survive the expiration or other earlier termination of this Lease. The Tenant Tenant’s covenants, agreements and indemnification in Section 16.1 and this Section 16.2 are not intended to and shall have each not relieve any insurance carrier of its agents, independent contractors, and any licensees, including obligations under policies required to be carried by Tenant pursuant to the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms provisions of this Lease Agreement and promptly provide Landlord with copies of such agreementsLease.

Tenant’s Indemnification. From and after execution of this Lease, Except to the extent arising solely fro▇ ▇▇▇ ▇▇▇▇▇▇ assumes all risks entional or grossly negligent acts of its own operationsLandlord or Landlord's agents or employees, and those of its agentsTenant shall defend, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend indemnify and hold Landlord, its employees, directors, officers and agents Landlord harmless from and against, against any and all claims, demands, claimslosses, causes of actionpenalties, fines, penaltiesfees, damages (including consequential damages)charges, assessments, liabilities, damages, judgments, orders, decrees, actions, administrative or other proceedings, costs and expenses (including, without limitation, court costs, reasonable attorneys' fees and fees, expert witness fees) which arise out , costs for tests, inspections, investigations, feasibility or impact studies, preparation and implementation of any Hazardous Materials remedial or relate cleanup plan), and any diminution in value or loss or interference with the transfer, use or enjoyment of the Premises, Project or other property or business or affecting title thereto, arising from or relating to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2i) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees violation of this Lease; and Lease or applicable Law by any Tenant Parties (4as defined below), (ii) any injurydamage, loss or damage injury to the personpersons, property or business occurring in, about or from the Premises, (iii) damage, loss or injury to persons, property or business directly or indirectly arising out of any Tenant Party's use of the Premises or Project, or out of any other act or omission of any Tenant Parties. For purposes of this provision, "Tenant Parties" shall mean Tenant, its any other occupant of the Premises and any of their respective agents, employees, agentsinvitees, customers, visitors, Transferees and contractors. Without limiting the generality of the foregoing, Tenant specifically acknowledges that the indemnity undertaking herein shall apply to claims in connection with or contractors arising out of any Work in the Premises under Article 10 or any invitees entering upon Hazardous Materials in the Land Premises under Article 22 (whether or not such matters shall have been theretofore permitted or approved by Landlord). In the express or implied invitation of Tenant. If any action or proceeding event that a defense is brought against required hereunder, Tenant shall defend Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ has indemnified Landlord, Tenant, upon written notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory reason▇▇▇▇ ▇cceptable to Landlord. TenantLandlord or, ▇▇ ▇▇▇dlord's obligations under this Section shall survive the expiration or other termination of this Lease. The election, Tenant shall have each of its agents, independent contractors, and reimburse Landlord for any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreementsreasonable legal fees or costs incurred by Landlord.

Tenant’s Indemnification. From and after execution of this Lease, ▇▇▇▇▇▇ assumes all risks of its own operationsTo the extent not expressly prohibited by law, and those subject to applicable waivers of its agentssubrogation, independent contractorsreleases, and any licenseeslimitations on liability, Tenant agrees to hold harmless and indemnify Landlord (and, after Project Completion, Landlord’s Related Parties) from and against claims and liabilities, including the Atascadero BMX Association. Tenant reasonable attorneys’ fees and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its employees, directors, officers and agents harmless from and against, any and all demands, claims, causes of action, fines, penalties, damages (including court costs but excluding consequential damages), liabilities, judgments, (i) for injuries to all persons and expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) which arise out damage to or theft or misappropriation or loss of property occurring in or relate to: (1) about the use or occupancy or manner of use or Premises arising from Tenant’s occupancy of the Land by Tenant Premises or any person claiming under Tenant; (2) any the conduct of its business, or from activity, work, or thing done done, permitted or permitted suffered by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, guests or contractors invitees in or about the Premises and the Building, or (ii) from any invitees entering upon non-monetary breach or default on the Land under part of Tenant in the express performance of any covenant or implied invitation agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or (iii) due to any other act or omission of Tenant, its agents, employees, guests or invitees, or (iv) if any person, not a party to this Lease, shall institute an action against Tenant in which Landlord or Landlord’s Related Parties (as applicable) shall be made a party solely due to Landlord’s status as landlord. If Landlord may, at its option, repair such damage or replace such loss, and Tenant shall upon demand by Landlord reimburse Landlord for all costs of such repairs, replacement and damages in excess of amounts, if any, paid to Landlord under insurance covering such damages. In the event any action or proceeding is brought against Landlord or its employees, directors, officers or agents Landlord’s Related Parties (as applicable) by reason of any such claim for which ▇▇▇▇▇▇ has indemnified Landlordclaims, Tenantthen, upon written notice from Landlord, will Tenant covenants to defend the same at Tenant's expense with such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section shall survive the expiration or other termination of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. From and after execution of this Lease, ▇▇▇▇▇▇ assumes all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold harmless Landlord and Landlord’s managing agent from and against any and all claims (including but not limited to claims by third parties and governmental entities), losses, liabilities, costs, expenses, penalties and damages, including, without limitation, attorneys’ fees, costs of testing and remediation costs, to the extent arising from, relating to, in connection with, or caused in whole or in part, directly or indirectly, by: (a) the discharge or release in or from the Leased Premises or any portion thereof of Hazardous Substances by any party other than Landlord or its employees, agents, or contractors; (b) the use, generation, transportation, handling, presence, disposal, storage, release or discharge of Hazardous Substances to, in, on, under, about or from the Building Project or Park by Tenant, its directors, officers officers, agents, contractors, employees or invitees (even if the use of such Hazardous Substances is permissible under all applicable Environmental Laws and agents harmless from and againstthe provisions of this Lease); (c) the failure by Tenant, its directors, officers, agents, contractors, employees or invitees to comply with any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, and expenses Laws relating to Hazardous Substances (including, without limitation, reasonable attorneys' fees and expert witness feesany Environmental Laws); or (d) which arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the Land by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Land; (3) any breach by Tenant or its employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant. If any action or proceeding is brought against Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ has indemnified Landlordfailure of Tenant to keep, observe, or perform any provision of this Article 15. Tenant further agrees to pay any and all fines, charges, assessments, fees, damages, losses, claims, liabilities or response costs to the extent arising out of or any way connected with the violation of any applicable Environmental Laws by Tenant, upon written notice from Landlordits directors, will defend the same at Tenant's expense with counsel reasonably satisfactory officers, agents, contractors, employees or invitees. The indemnifications set forth in this paragraph are in addition to Landlord. Tenant's any and all other indemnification obligations under this Section shall survive the expiration or other termination of Tenant set forth in this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. From and after execution of this Lease, ▇▇▇▇▇▇ assumes all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the Atascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlordharmless Landlord and its agents, its employees, directorspartners, members, shareholders, officers and agents harmless directors (collectively “Landlord’s Agents”) against and from and against, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees and expert witness ’ fees) which arise out of or relate to: arising from (1) the Tenant’s use or occupancy or manner of use or occupancy of the Land Premises or the Building or from any activity done, permitted or suffered by Tenant or any person claiming under Tenant; ’s Agents or invitees in and about the Premises, the Building or the Property, and (2) any activityact, workneglect, fault, willful misconduct or omission of Tenant, or thing done Tenant’s Agents and invitees or permitted from any breach or default in the terms of this Lease by Tenant in or about the Land; Tenant, and (3) any breach by Tenant action or its employees, agents, contractors proceeding brought on account of any matter in items (1) or invitees of this Lease; and (4) any injury, loss or damage to the person, property or business of Tenant, its employees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant2). If any action or proceeding is brought against Landlord or its employees, directors, officers or agents by reason of any such claim for which ▇▇▇▇▇▇ has indemnified Landlord, Tenantclaim, upon written notice from Landlord, will Tenant shall defend the same at Tenant's ’s expense with by counsel reasonably satisfactory to Landlord. Tenant's As a material part of the consideration to Landlord, Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause whatsoever, except to the extent any such damage or injury is caused by the negligence or willful misconduct by Landlord or its Agents or by the failure of Landlord to observe any of the terms and conditions of this Lease. The obligations of Tenant under this Section Paragraph 15 shall survive the expiration or other any termination of this Lease. The Tenant foregoing indemnity shall have each not relieve any insurance carrier of its agents, independent contractors, and obligations under any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Associationpolicies required to be carried by either party pursuant to this Lease, to indemnify Landowner the extent that such policies cover the peril or occurrence that results in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreementsclaim that is subject to the foregoing indemnity.