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4. Indemnification of TURNER by PLAINTIFFS -
<br />PLAINTIFFS agree to defend, indemnify and hold harmless TURNER, its agents, servants,
<br />employees, subcontractors, attorneys, representatives, predecessors, successors, assigns and assignors,
<br />officers and directors, attomeys, insurance carriers, and each of them, from any and all claims, demands,
<br />actions, causes of action, damages and losses, including reasonable attorney's fees and costs, arising
<br />from or in any way related to (a) any relocation of PLAINTIFFS' tenants at the PROJECT, or (b) any
<br />injuries or damages alleged by PLAINTIFFS' tenants at the PROJECT, their agents, heirs or assigns,
<br />that may arise from or are related to any repairs or remedial work performed at the PROJECT that is
<br />performed without relocating a tenant or tenants.
<br />Cooperation.
<br />The PARTIES agree to execute, acknowledge and deliver such further and additional
<br />instruments, documents and other items as shall be required or appropriate to implement, confirm or
<br />perfect the provisions and intentions of this Agreement.
<br />6. Breach or Failure to Perform.
<br />The obligations of each of the Parties hereunder are expressly conditioned upon the performance
<br />of the obligations of the other parties hereunder.
<br />7. Benefit and Burden.
<br />This Agreement shall be binding upon and shall inure to the benefit of the PARTIES hereto and
<br />their heirs, executors, administrators, representatives, successors, assigns, agents, servants, employees,
<br />attorneys, predecessors, assignors, officers, directors, shareholders, partners, parent companies,
<br />subsidiary companies, insurance companies and affiliates.
<br />8. Attorneys'Fees and Costs.
<br />The PARTIES agree that each shall bear its own attorneys' fees and costs incurred in connection
<br />with the ACTION up to and including the date of the execution of this Agreement.
<br />9. Waiver and Amendment.
<br />No breach of any provision hereof can be waived unless in writing. Waiver of any one breach
<br />shall not be deemed to be a waiver of any other breach of the same or any other provisions hereof. This
<br />Agreement may be amended only by a written agreement executed by the parties in interest at the time
<br />of the modification -
<br />10. Governing Law.
<br />This Agreement and any other documents referred to herein shall be govemed by, construed and
<br />enforced in accordance with the laws of the State of Califomia-
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<br />22811-02/01/3 1/03
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