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EXECUTION COPY
<br />21. INDEMNIFICATION. Subject to the foregoing, LESSEE shall defend, fully indemnify
<br />and hold LESSOR harmless from and against any and all claims arising out of: (i) LESSEE's use of the
<br />Leased Premises or any part thereof, and if applicable, the Outdoor Area and Common Area or any part
<br />thereof, (ii) any activity, work, or other thing done, permitted.or suffered by LESSEE in or about the
<br />Leased Premises or the Property, or any part thereof, and if applicable, the Outdoor Area or any part
<br />thereof (iii) any breach or default by LESSEE in the performance of any of its obligations under this
<br />Lease, or (iv) any act or negligence of LESSEE, or any officer, agent, employee, contractor, servant,
<br />invitee, customer, or guest of LESSEE; and in each case from and against any and all damages, losses,
<br />liabilities, lawsuits, costs and expenses (including attorneys' fees at all tribunal levels) arising in
<br />connection with any such claim or claims as described in (i) through (iv) above, or any action brought
<br />thereon. Excluded from this indemnity shall be all lawsuits, penalties, damages, settlements, judgments,
<br />decrees, costs, charges, and other expenses whatsoever including attorneys' fees or liabilities of every
<br />kind and nature which occur as a result of actions by LESSOR's invitees or guests.
<br />If such action is brought against LESSOR, LESSEE upon notice from LESSOR shall defend the
<br />same through counsel selected by LESSEE's insurer, or other counsel acceptable to LESSOR. LESSEE
<br />assumes all risk of damage or loss to its property or injury or death to persons in, on, or about the Leased
<br />Premises, from all causes except those for which the law imposes liability on LESSOR regardless of
<br />any attempted waiver thereof, and LESSEE hereby waives such claims in respect thereof against
<br />LESSOR. The provisions of this Section shall survive the termination of this Lease.
<br />LESSOR and LESSEE (as the "Releasing Party") releases the other (as the "Released Party"),
<br />to the extent of its insurance coverage, from any and all liability for any loss or damage caused by fire,
<br />any of the extended coverage casualties, or any other casualty insured against, even if such fire or other
<br />casualty shall be brought about by the fault or negligence of the Released Party, or any persons claiming
<br />under the Released Party; provided, however, this release shall be in force and effect only with respect
<br />to loss or damage occurring during such time as the Releasing Party's policies of fire and extended
<br />coverage insurance shall contain a clause to the effect that this release shall not affect such policies or
<br />the right of the Releasing Parry to recover thereunder. LESSOR and LESSEE agree that each of their
<br />respective fire and extended coverage insurance policies shall include such a subrogation clause so long
<br />as the same is obtainable. Except as expressly provided herein, nothing contained in this Lease shall be
<br />deemed to release either party hereto from liability for damages resulting from the fault or negligence
<br />of said party or its agents or from responsibility for repairs necessitated thereby or by any default thereof
<br />hereunder.
<br />Notwithstanding anything to the contrary in this Lease, LESSOR agrees that LESSOR, at all
<br />times, will indemnify and hold LESSEE harmless from all losses, damages, liabilities, and expenses
<br />(including reasonable legal fees and court costs) which may arise or be claimed against LESSEE, or any
<br />injuries or damages to the persons or property of any persons arising from: (i) any acts or omissions of
<br />LESSOR (or persons within LESSOR's employment or control) occurring within any areas of the
<br />Property, controlled by LESSOR outside the Leased Premises, except to the extent arising from
<br />LESSEE's negligence or willful misconduct, (ii) any negligence or willful misconduct of LESSOR or
<br />its employees, agents or contractors, or (iii) LESSOR's failure to comply with the terms and provisions
<br />of this Lease and/or applicable laws. Nothing in this Lease specifically is intended to nor shall it be
<br />construed as an additional waiver of sovereign immunity beyond the express written contractual
<br />obligations of LESSOR contained within this Lease. Excluded from the LESSOR's indemnification
<br />obligations herein are any claims for which LESSOR, as a municipality, is immune from suit under the
<br />doctrine of sovereign immunity or for any amount of a claim exceeding the limitations of liability
<br />LEASE AGREEMENT - CREMA DOWNTOWN CORP. Page 19 of 36
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