121-10 Agreement

laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes (such items being referred to collectively as "Hazardous Materials"), presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively "Environmental Laws"), nor shall Licensee suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws in the Licensed Area or the Property and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, and subject to Owner's prior written consent, Licensee, the Artist, and any of Licensee’s agents, contractors or employees, may use paints and paint removers to the extent necessary for the Mural; provided that Licensee, the Artist, and any of Licensee’s agents, contractors or employees shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner in compliance with all Environmental Laws, and shall never allow such Hazardous Materials to contaminate the Licensed Area, the Property and appurtenant land or the environment. Licensee shall protect, defend, indemnify and hold each and all of the Owner Entities (as defined in Paragraph 10) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney's fees) incurred by reason of any actual or asserted failure of Licensee, the Artist, or any of Licensee’s agents, contractors or employees to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Licensed Area or the Property of any Hazardous Materials (even though permissible under all applicable Environmental Laws or the provisions of this Agreement), or by reason of any actual or asserted failure of Licensee to keep, observe, or perform any provision of this Paragraph 7. 8. Condition of Licensed Area; Access. Licensee acknowledges that the Licensed Area is presented to Licensee under these terms and conditions in its “As Is” “Where Is” condition, with all faults (if any). Any defect, condition, or other circumstance which Licensee may find disagreeable in respect of the Licensed Area

se terms and conditions in its “As Is” “Where Is” condition, with all faults (if any). Any defect, condition, or other circumstance which Licensee may find disagreeable in respect of the Licensed Area shall not give rise to any right, claim or demand on behalf of Licensee. Licensee shall not install, construct or erect any structures, buildings, signs or other improvements on the Licensed Area or the Property, except for (i) the Mural, as approved by Owner and Tenant, on the Licensed Area, and (ii) the bronze plaque, if and when approved by Owner and Tenant as provided hereunder, on the Building. Licensee shall be responsible for maintaining the Mural during the term of this Agreement in accordance with Paragraph 5 hereof. Licensee shall not in any way interfere with or cause disturbance to the use and quiet enjoyment of any portion of the Property by Owner, Tenant, or any other licensee, tenant or occupant thereof. 9. Limitation of Owner’s Liability. Any provision of this Agreement to the contrary notwithstanding, in no event shall Owner’s liability or that of its managers, directors, officers, employees or agents for failure to perform any obligations arising out of or in connection with this Agreement or for any breach of the terms or conditions of this Agreement (whether written or implied) exceed Owner’s equity interest in the Property. Further to the foregoing, redress for any claim against Owner hereunder shall be limited to and enforceable only against and to the extent of Owner’s interest in the Shopping Center. The obligations of Owner under this instrument are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of 16819942.2 4