Common use of Release and Indemnity Clause in Contracts

Release and Indemnity. Each of the Borrowers and Guarantors does hereby release and forever discharge the Administrative Agent, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders and each Related Party of any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, Section 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as the Loan Documents.

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

Release and Indemnity. Each The Parent and each Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of the Borrowers Borrowers’ obligations under Section 10.04(b), each Borrower shall and Guarantors does hereby release jointly and forever discharge severally agrees to indemnify, defend and hold harmless the Administrative Agent, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders Lender and each Related Party of any of the foregoing other Indemnitee from and against any and all losses, costs, claims, demands, damages, actionsliabilities, cross-actionsdeficiencies, causes judgments or expenses of action, costs every kind and expenses nature (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does includeincluding, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any claims of usurylitigation, fraudinvestigation, duressclaim or proceeding or any advice rendered in connection therewith) incurred by any Indemnitee in connection with, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which mayarising out of, or could beby reason of, asserted by any Borrower of the transactions or Guarantorarrangements contemplated under this Section 2.22) or any suit, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes cause of action, costs and expenses arising out of claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating to (a) the gross negligence or willful misconduct of any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a partythereto, including, without limitation, Section 10.03 of the Credit Agreementany losses, and agrees that this Amendment and lossescosts, claims, damages damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and expenses (ii) the splitting, spreading and/or assignment of any Assigned Mortgage and any 109 related thereto shall be covered by such indemnification obligations to splitting and/or assignment of any Indebtedness under the same extent as the Loan DocumentsTerm A Note or any Revolving Credit Note.

Release and Indemnity. Each of the Borrowers and Guarantors does hereby Borrower agrees to release and forever discharge the Administrative Agentindemnify, London Agentdefend and hold Lender harmless from and against all liabilities, the Canadian Agent, each of the Lenders, each of the Issuing Lenders and each Related Party of any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of actiondamages, costs and expenses (including all reasonable legal expenses)fees and expenses of Lender’s counsel) arising out of or resulting from construction of the Improvements, including any defective workmanship or materials; any failure to satisfy any of the Requirements; Lender’s performance of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in act permitted under the future own or hold, whether known or unknown, for or because Loan Documents (excluding Lender’s willful misconduct); breach of any matter representation or thing done, omitted warranty made or suffered given by Borrower to be done on or before the actual date upon which this Amendment is signed by Lender; breach of any obligation of such parties arising directly or indirectly out Borrower contained in any of the Loan Documents, ; or any other documents, instruments claim or transactions relating thereto or the performance cause of action of any kind by any party thereto that Lender is liable for any act or omission committed or made by Borrower or any other Person in connection with the ownership, sale, operation or development of their respective obligations thereunder. Such releasethe Property or any Project or the construction of any Improvements, waiver, acquittal and discharge shall and does include, without limitation, whether on account of any claims theory of usury, fraud, duress, misrepresentation, lender derivative liability, controlcomparative negligence or otherwise. Upon demand by Lender, Borrower shall defend any action or proceeding brought against Lender arising out of or alleging any claim or cause of action covered by this indemnity, all at Borrower’s own cost and by counsel to be approved by Lender in the exercise of remedies and all similar items and claimsits reasonable judgment. In the alternative, which mayLender may elect to conduct its own defense at the expense of Borrower. The provisions of this Section 13.12 shall survive the repayment of the Loan. Notwithstanding the foregoing, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not be obligated to release and does not include indemnify, defend and hold Lender harmless from and against any liabilities, claims, demands, damages, actions, cross-actions, causes of actiondamages, costs and expenses arising out of or relating to (a) the gross negligence or willful misconduct of resulting from any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each construction activities that take place after Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and has acquired the applicable provisions Property or Project by foreclosure or acceptance of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained a deed in the Loan Documents to which it is a party, including, without limitation, Section 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as the Loan Documentslieu thereof.

Release and Indemnity. Each Tenant shall indemnify, defend and hold Landlord harmless from all damages arising out of: (i) the use or occupancy or manner of use or occupancy of the Borrowers and Guarantors does hereby release and forever discharge the Administrative AgentPremises by Tenant or any Tenant-Related Parties; (ii) any activity, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders and each Related Party of any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter work or thing done, omitted pe1mitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and (v) any injury or damage to be done on the person or before the actual date upon which this Amendment is signed by property or Tenant, or any of such parties arising directly Tenant-Related Parties or indirectly out of the Loan Documents, any other documentsperson entering upon the Premises under the express or implied invitation of Tenant (in each case, instruments other than damages proximately caused by Landlord). If Landlord is named or transactions relating thereto or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the performance by any party thereto foregoing terms of their respective obligations thereunder. Such releasethis Section, waiverTenant shall pay to Landlord its reasonable costs and expenses reasonably incurred in that suit, acquittal and discharge shall and does include, including without limitation, court costs and fees for the professional services of appraisers, accountants, attorneys and expert witnesses. Landlord shall indemnify, defend and hold tenant harmless from all damages arising out of any claims of usurydamage to any person, fraud, duress, misrepresentation, lender liability, control, exercise of remedies other than Tenant and all similar items and claims, which mayTenant-Related Parties, or could beproperty, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to proximately caused by activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (a) the gross negligence other than damages proximately caused by Tenant or willful misconduct a Tenant-Related Party), or Landlord's breach of any Indemnitee, (b) term of this Lease. If Tenant is named or joined as a defendant in the case of Section 2.14 of the Credit Agreement, the matters set forth any suit brought in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made connection with a claim with respect to which Landlord has indemnified Tenant in accordance with Section 10.04 the foregoing terms of the Credit Agreement this Section, Landlord shall pay to Tenant its reasonable costs and the applicable provisions of the other Loan Documentsexpenses reasonably incurred in that suit, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, including without limitation, court costs and fees for the professional services of appraisers, accountants, attorneys and expert witnesses. The terms of this Section 10.03 shall survive the expiration or earlier termination of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as the Loan DocumentsLease.

Release and Indemnity. Each of the Borrowers and Guarantors does hereby release and forever discharge the Administrative Agent, London Agent, the Canadian Agent, Euro Administrative Agent and each of the Lenders, each of the Issuing Lenders and each Related Party affiliate thereof and each of any of the foregoing their respective employees, officers, directors, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties (a) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (b) relating directly or indirectly to all transactions by and between the performance by Borrowers, the Guarantors, or their representatives and the Administrative Agent, the Euro Administrative Agent and each Lender or any party thereto of their respective obligations thereunderdirectors, officers, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge discharges shall not and does not include any claims, demands, damages, actions, cross-cross actions, causes of action, costs and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any US Indemnitee or Euro Indemnitee, (b) in the case of Section 2.14 2.15 of the Credit Agreement, the matters set forth in Section 2.14(e2.15(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e2.17(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a partyDocuments, including, without limitation, Section 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as the Loan Documentsindemnities.

Release and Indemnity. Each of the Borrowers and Guarantors does hereby release and forever discharge the Administrative Agent, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders and each Related Party of any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, Section 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as the Loan Documents.

Release and Indemnity. Each Tenant shall indemnify, defend and hold Landlord harmless from all damages arising out of: (i) the use or occupancy or manner of use or occupancy of the Borrowers and Guarantors does hereby release and forever discharge the Administrative AgentPremises by Tenant or any Tenant-Related Parties; (ii) any activity, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders and each Related Party of any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter work or thing done, omitted permitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and (v) any injury or damage to be done on the person or before the actual date upon which this Amendment is signed by property or Tenant, or any of such parties arising directly Tenant-Related Parties or indirectly out of the Loan Documents, any other documentsperson entering upon the Premises under the express or implied invitation of Tenant (in each case, instruments other than damages proximately caused by Landlord). If Landlord is named or transactions relating thereto or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the performance by any party thereto foregoing terms of their respective obligations thereunder. Such releasethis Section, waiverTenant shall pay to Landlord its reasonable costs and expenses reasonably incurred in that suit, acquittal and discharge shall and does include, including without limitation, court costs and fees for the professional services of appraisers, accountants, attorneys and expert witnesses. Landlord shall indemnify, defend and hold tenant harmless from all damages arising out of any claims of usurydamage to any person, fraud, duress, misrepresentation, lender liability, control, exercise of remedies other than Tenant and all similar items and claims, which mayTenant-Related Parties, or could beproperty, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to proximately caused by activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (a) the gross negligence other than damages proximately caused by Tenant or willful misconduct a Tenant-Related Party), or Landlord's breach of any Indemnitee, (b) term of this Lease. If Tenant is named or joined as a defendant in the case of Section 2.14 of the Credit Agreement, the matters set forth any suit brought in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made connection with a claim with respect to which Landlord has indemnified Tenant in accordance with Section 10.04 the foregoing terms of the Credit Agreement this Section, Landlord shall pay to Tenant its reasonable costs and the applicable provisions of the other Loan Documentsexpenses reasonably incurred in that suit, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, including without limitation, court costs and fees for the professional services of appraisers, accountants, attorneys and expert witnesses. The terms of this Section 10.03 shall survive the expiration or earlier termination of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as the Loan DocumentsLease.

Release and Indemnity. Each Release Sublessee agrees that Sublessor shall not be liable for any loss or damage to any property of any persons (including property of Sublessee, its officers, directors, employees, agents, customers, concessionaires, vendors, contractors or invitees), occasioned by theft, fire, acts of God, or any governmental body or authority, injunction, riot, war, other tenants of the Borrowers and Guarantors does hereby release and forever discharge Subleased Premises or the Administrative Agentpremises of which the Subleased Premises are a part, London Agentor any damage or inconvenience which may arise through repair, the Canadian Agent, each or alteration of the LendersSubleased Premises, each or failure to make repairs in a timely manner, or the unavailability of the Issuing Lenders and each Related Party of any of the foregoing from any and all claimsutilities, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documentscause, instruments or transactions relating thereto or except to the performance extent caused by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to (a) the gross negligence or willful misconduct of Sublessor or the respective Prime Lessor, it being agreed that this release shall apply to claims resulting from the negligence of Sublessor or such Prime Lessor. Sublessor agrees that any Indemnitee, (b) in the case waivers of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except claims for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions property damage contained in the Loan Documents respective Prime Agreement made by the Prime Lessor thereunder shall inure to which it is a partythe benefit of Sublessee to the extent permitted by the applicable Prime Agreement and applicable law. Indemnity Anything in this Agreement to the contrary notwithstanding, includingand without limiting Sublessee's obligation to provide insurance pursuant to Article 12 hereunder, without limitation, Section 10.03 of the Credit Agreement, Sublessee covenants and agrees that this Amendment it shall indemnify, defend and save harmless Sublessor, its affiliates (other than Sublessee), any affected Prime Lessor, and their respective directors, officers, employees, agents, successors and assigns ("Indemnitees"), from and against all liabilities, losses, damages, penalties, claims, damages costs, charges and expenses, causes of action and judgments of any nature whatsoever, including without limitation reasonable attorney's fees, costs and related expenses related thereto that may be imposed upon or incurred by the Indemnitees by reason or arising out of any of the following, except if caused by the negligence or willful misconduct of any such Indemnitee (it being acknowledged, however, that if the indemnification obligations of Sublessor under the respective Prime Agreement requires Sublessor to indemnify such Prime Lessor (or other parties therein identified) Sublessee shall be covered by required to indemnify such indemnification obligations Prime Lessor and other identified parties to the same extent as extent; and that such indemnification duties may apply even where an Indemnitee under the Loan Documents.applicable Prime Agreement is negligent or otherwise at fault):

Release and Indemnity. Each of the Borrowers and Guarantors does hereby Borrower agrees to release and forever discharge the Administrative Agentindemnify, London Agent--------------------- defend and hold Lender harmless from and against all liabilities, the Canadian Agent, each of the Lenders, each of the Issuing Lenders and each Related Party of any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of actiondamages, costs and expenses (including all reasonable legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs fees and expenses of Lender's counsel) arising out of or relating resulting from construction of the Improvements, including any defective workmanship or materials; any failure to satisfy any of the Governmental Requirements; Lender's performance of any act permitted under the Letter of Credit Documents (a) the excluding Lender's gross negligence or willful misconduct misconduct); breach of any Indemniteerepresentation or warranty made or given by Borrower to Lender; breach of any obligation of Borrower contained in any of the Letter of Credit Documents; or any claim or cause of action of any kind by any party that Lender is liable for any act or omission committed or made by Borrower or any other person or entity in connection with the ownership, sale, operation or development of the Property, the Chino Property or the construction of the Improvements, whether on account of any theory of derivative liability, comparative negligence or otherwise. Upon demand by Lender, Borrower shall defend any action or proceeding brought against Lender arising out of or alleging any claim of action covered by this indemnity, all at Borrower's own cost alternative, Lender may elect to conduct its own defense at the expense of Borrower. Notwithstanding the provisions of the two preceding sentences, Borrower shall have the right to provide the defense of Lender (bwhich this paragraph requires) by counsel of Borrower's choosing, whom Lender shall have the right to approve in its reasonable judgment. Borrower's right to so provide Lender's defense shall apply so long as there is no conflict or divergence of interest between the interest of Lender and the interest of Borrower in the case of Section 2.14 provision of the Credit defense. Lender shall have the right, in its sole discretion, to determine whether a conflict or divergence of interest exists; if Lender determines that a conflict or divergence of interest exists, Borrower shall retain separate counsel to conduct the defense of Lender, which separate counsel shall be acceptable to Lender in its reasonable judgment. The provisions of this paragraph shall survive the termination of this Agreement, the matters set forth in Section 2.14(e) repayment of the Credit Agreement, (c) the obligations of each amounts due to Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, Section 10.03 of the Credit Reimbursement Agreement, and agrees that this Amendment the release of the Property or any portion of it from the Trust Deed and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as release of the Loan DocumentsChino Property or any portion of it from the Chino Trust Deed.

Release and Indemnity. Each The Parent and each Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of the Borrowers Borrowers’ obligations under Section 10.04(b), each Borrower shall and Guarantors does hereby release jointly and forever discharge severally agrees to indemnify, defend and hold harmless the Administrative Agent, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders Lender and each Related Party of any of the foregoing other Indemnitee from and against any and all losses, costs, claims, demands, damages, actionsliabilities, cross-actionsdeficiencies, causes judgments or expenses of action, costs every kind and expenses nature (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does includeincluding, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any claims of usurylitigation, fraudinvestigation, duressclaim or proceeding or any advice rendered in connection therewith) incurred by any Indemnitee in connection with, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which mayarising out of, or could beby reason of, asserted by any Borrower of the transactions or Guarantorarrangements contemplated under this Section 2.22) or any suit, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes cause of action, costs and expenses arising out of claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating to (a) the gross negligence or willful misconduct of any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a partythereto, including, without limitation, Section 10.03 of the Credit Agreementany losses, and agrees that this Amendment and lossescosts, claims, damages damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and expenses (ii) the splitting, spreading and/or assignment of any Assigned Mortgage and any related thereto shall be covered by such indemnification obligations to splitting and/or assignment of any Indebtedness under the same extent as the Loan DocumentsTerm A Note or any Revolving Credit Note.

Release and Indemnity. Each Release. Borrower hereby releases Lender and its Affiliates and their respective directors, officers, employees, attorneys and agents and any other Person affiliated with or representing Lender (the "Released Parties") from any and all liability arising from acts or omissions under or pursuant to this Agreement, whether based on errors of judgment or mistake of law or fact, except for those arising from willful misconduct or gross negligence. However, in no circumstance will any of the Borrowers Released Parties be liable for lost profits or other special or consequential damages. Such release is made on the date hereof and Guarantors does hereby release and forever discharge remade upon each request for a Loan or Credit Accommodation by Borrower. Without limiting the Administrative Agentforegoing: Lender shall not be liable for (i) any shortage or discrepancy in, London Agentdamage to, or loss or destruction of, any goods, the Canadian Agentsale or other disposition of which gave rise to an Account; (ii) any error, each act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account; (iii) settling any Account in good faith for less than the full amount thereof; or (iv) any of Borrower's obligations under any contract or agreement giving rise to an Account; and In connection with Credit Accommodations or any underlying transaction, Lender shall not be responsible for the conformity of any goods to the documents presented, the validity or genuineness of any documents, delay, default or fraud by Borrower, shippers and/or any other Person. Borrower agrees that any action taken by Lender, if taken in good faith, or any action taken by an issuer of any Credit Accommodation, under or in connection with any Credit Accommodation, shall be binding on Borrower and shall not create any resulting liability to Lender. In furtherance thereof, Lender shall have the full right and authority to clear and resolve any questions of non-compliance of documents, to give any instructions as to acceptance or rejection of any documents or goods, to execute for Borrower's account any and all applications for steamship or airway guaranties, indemnities or delivery orders, to grant any extensions of the Lendersmaturity of, each time of the Issuing Lenders payment for, or time of presentation of, any drafts, acceptances or documents, and each Related Party to agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), terms or conditions of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to (a) the gross negligence or willful misconduct of any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, Accommodations or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement applications and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a party, including, without limitation, Section 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnification obligations to the same extent as the Loan Documentsdocumentation pertaining thereto.

Release and Indemnity. Each Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the Borrowers loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and Guarantors does without limitation of any of Borrower’s obligations under Section 12.04(b), Borrower shall and hereby release agrees to indemnify, defend and forever discharge the hold harmless Administrative Agent, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders Bank and each Related other Indemnified Party of any of the foregoing from and against any and all losses, costs, claims, demands, damages, actionsliabilities, cross-actionsdeficiencies, causes judgments or expenses of action, costs every kind and expenses nature (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does includeincluding, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any claims of usurycounsel for any Indemnified Party incurred in connection with any litigation, fraudinvestigation, duressclaim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which mayarising out of, or could beby reason of, asserted by any Borrower of the transactions or Guarantorarrangements contemplated under this Section 12.20 or any suit, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes cause of action, costs and expenses arising out of claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating to (a) the gross negligence or willful misconduct of any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a partythereto, including, without limitation, Section 10.03 any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and (ii) the Credit Agreementassignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, and agrees that this Amendment and as to any Indemnified Party, be available to the extent such losses, claims, damages and damages, liabilities or related expenses related thereto shall be covered (A) result from a material breach by such indemnification Indemnified Party of its obligations to the same extent as under the Loan Documents, or the gross negligence, bad faith or willful misconduct of such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any dispute solely among Indemnified Parties (except in connection with claims or disputes (1) against Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of whether a Bank is a Defaulting Lender, (3) against Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and (4) directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the foregoing).

Release and Indemnity. Each The Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to the BankNote Property Mortgage. Furthermore, and without limitation of any of the Borrowers Borrower’s obligations under Section 10.04(b), the Borrower shall and Guarantors does hereby release agrees to indemnify, defend and forever discharge hold harmless the Administrative Agent, London Agent, the Canadian Agent, each of the Lenders, each of the Issuing Lenders Lender and each Related Party of any of the foregoing other Indemnitee from and against any and all losses, costs, claims, demands, damages, actionsliabilities, cross-actionsdeficiencies, causes judgments or expenses of action, costs every kind and expenses nature (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does includeincluding, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any claims of usurycounsel for any Indemnitee incurred in connection with any litigation, fraudinvestigation, duressclaim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties in connection with, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which mayarising out of, or could beby reason of, asserted by any Borrower of the transactions or Guarantorarrangements contemplated under this Section 2.19 or any suit, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes cause of action, costs and expenses arising out of claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating to (a) the gross negligence or willful misconduct of any Indemnitee, (b) in the case of Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or transfer made in accordance with Section 10.04 of the Credit Agreement and the applicable provisions of the other Loan Documents, respectively. Each of the Borrowers and Guarantors hereby ratifies its obligations under the indemnification provisions contained in the Loan Documents to which it is a partythereto, including, without limitation, Section 10.03 any losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with the BankNote Property Mortgage and (ii) the assignment of the Credit AgreementBankNote Property Mortgage and any related splitting and/or assignment of any Indebtedness under the BankNote Property Mortgage Note; provided that such indemnity shall not, and agrees that this Amendment and as to any Indemnitee, be available to the extent such losses, claims, damages and damages, liabilities or related expenses related thereto shall be covered by such indemnification obligations to the same extent as (A) result from a material breach of the Loan Documents.Documents by, or the bad faith, gross negligence or willful misconduct of, any Indemnitee, as determined by a court of competent jurisdiction by final and nonappealable judgment; or (B) constitute indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d)