Common use of General Indemnification Clause in Contracts

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties (defined below) from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Laws; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyevidenced by the Note and secured by this Security Instrument, except in each of the “Indemnified Liabilities”); providedabove cases, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from arising out of the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderthe Indemnified Parties. To Any amounts payable to Lender by reason of the extent that application of this Section 13.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties (defined below) from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Laws; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyevidenced by the Note and secured by this Security Instrument, except, in each of the “Indemnified Liabilities”); providedabove cases, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from arising out of the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderthe Indemnified Parties . To Any amounts payable to Lender by reason of the extent that application of this Section 13.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties (defined below) from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Laws; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyevidenced by the Note and secured by this Security Instrument, except, in each of the “Indemnified Liabilities”); providedabove cases, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from arising out of the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderthe Indemnified Parties. To Any amounts payable to Lender by reason of the extent that application of this Section 13.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Persons from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties Persons and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of any Individual Property (or any portion thereof) or the Property Applicable Collateral (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Documents; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any brokerage commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Pledge Agreement; and/or (collectively, g) the “Indemnified Liabilities”)holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts; provided, however, that Borrower the foregoing covenant shall not have apply to any obligation to Lender hereunder matter to the extent that such Indemnified Liabilities arise arising from the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of an Indemnified Person or from events or conditions first arising from and after the taking of control or possession by Lender. To , its nominee, or any purchaser at a foreclosure sale, (ii) resulting from any breach of a Loan Document by an Indemnified Person as determined by a court of competent jurisdiction (to the extent that and for so long as such Indemnified Person disputes the undertaking occurrence of such breach), or (iii) constituting Excluded Taxes. Any amounts payable to indemnify, defend Lender by reason of the application of this Section 12.1 shall become due and hold harmless set forth in payable immediately after demand therefor by Lender and shall bear interest at the preceding sentence may be unenforceable because it violates any law Default Rate from the date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Mortgagee from and against any and all Losses actual losses imposed upon or incurred by or asserted against any Indemnified Parties Mortgagee and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirementslegal requirements with respect to the Property; (e) any and all claims and demands whatsoever which may be asserted against Lender Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyevidenced by the Loan Agreement or other Loan Documents, and secured by this Security Instrument. Any amounts payable to Mortgagee by reason of the application of this Section 10.01 shall become immediately due and payable and shall bear interest at the rate of 10% or, if less, the maximum interest rate permitted by law (the “Indemnified LiabilitiesDefault Rate”)) from the date loss or damage is sustained by Mortgagee until paid; provided, provided however, that Borrower Mortgagor shall not have any obligation to Lender hereunder indemnification obligations or liabilities to the extent that such Indemnified Liabilities arise from Mortgagee with respect to any and all losses arising directly out of: the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend Mortgagee as determined by a final and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction nonappealable judgment of all Indemnified Liabilities incurred by Lendera court of competent jurisdiction.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds. Any amounts payable to Indemnified Liabilities”); provided, however, that Borrower Parties by reason of the application of this Section 12.1 shall not have any obligation to Lender hereunder to become immediately due and payable and shall bear interest at the extent that such Indemnified Liabilities arise Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by LenderParties until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required WorkCash Management Account, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (2) with respect to an act and event first occurring or arising (I) after the date Mortgage Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure of the Mortgage Loan or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Loan or the Senior Mezzanine Loan, as applicable; provided, however, Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Persons from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties Persons and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument and the Pledge Agreement; (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts, (h) any material breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the “Indemnified Liabilities”)other Loan Documents; and/or (i) any untrue statement or alleged untrue statement of material fact contained in the Provided Information or any omission or alleged omission to state a material fact required to be stated in the Provided Information or necessary in order to make the statements in the Provided Information, in light of the circumstances under which they were made, not misleading, provided, however, that Borrower the foregoing covenant shall not have apply to any obligation to Lender hereunder matter to the extent that such Indemnified Liabilities arise arising from the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of Lenderan Indemnified Person. To Any amounts payable to Lender by reason of the application of this Section 12.1 shall become immediately due and payable and, to the extent that not paid within five (5) Business Days of Lender’s demand therefor, shall bear interest at the undertaking Default Rate from the date loss or damage is sustained by Lender until paid. This Section 12.1 shall not apply to indemnifyany Taxes, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted other than Taxes than represent Losses attributable to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lendernon-Tax claims.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required WorkCash Management Account, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (2) with respect to an act and event first occurring or arising (I) after the date Mortgage Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure of the Mortgage Loan or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Loan or the Junior Mezzanine Loan, as applicable; provided, however, Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, evidenced by the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation Note and secured by this Security Instrument. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 10.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties each Indemnitee from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties Indemnitee and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsRequirements of Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower Mortgagor shall not have be liable for the payment of any obligation to Lender hereunder Losses to the extent that such Indemnified Liabilities the same arise from (x) by reason of the gross negligence, illegal acts, fraud negligence or willful misconduct of LenderLender or (y) solely after Lender or any agent or successor thereof takes title and possession of the Property through foreclosure, exercise of a power of sale or a deed in lieu of foreclosure, unless such Losses are a result of the acts or omissions of Mortgagor. To Any amounts payable to Lender by reason of the extent that application of this Section 10.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth rate provided for in the preceding sentence may be unenforceable because it violates Credit Agreement from the date loss or damage is sustained by Lender until paid. As used in this Security Instrument, the term “Losses” means any law and all claims, suits, actions, proceedings, obligations, liabilities (including, without limitation, strict liabilities) and debts, and all actual damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement of whatever kind or public policynature (including, Borrower shall pay the maximum portion that it is permitted to pay but not limited to, reasonable attorneys’ fees and satisfy under applicable law to the payment and satisfaction other costs of all Indemnified Liabilities incurred by Lenderdefense).

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property or the Collateral to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Mortgage Reserve Accounts in accordance with this Agreement or the performance of the Required WorkWork (as defined in the Mortgage Loan Agreement), Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsRequirements as set forth herein; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Work or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder (i) to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender and (ii) with respect to any Indemnified Liability (A) not caused by Borrower and (B) first arising after the date Borrower is no longer in possession or control of the Property whether due to foreclosure, deed in lieu of foreclosure or the appointment of a receiver. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the Cash Management Account or the performance of the Required Work, Work or Additional Required Repairs or Additional Replacements Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (2) with respect to an act and event first occurring or arising (I) after the date Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Senior Mezzanine Loan or the Junior Mezzanine Loan, as applicable; provided, however, Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties, or Borrower shall cause the Indemnified Parties to be indemnified, defended and held harmless, from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Project or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Project or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Project or any part thereof; (d) any failure of the Property Project to be in compliance with any applicable Legal Requirements; Requirements or (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender Bank hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderBank. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by LenderBank.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder (i) to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender and (ii) with respect to any Indemnified Liability (A) not caused by Borrower and (B) first arising after the date Borrower is no longer in possession or control of the Property whether due to foreclosure, deed in lieu of foreclosure or the appointment of a receiver. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, evidenced by the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation Note and secured by this Security Instrument. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 10.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds. Notwithstanding the foregoing, the “Indemnified Liabilities”); provided, however, that Borrower shall not have be liable to the Indemnified Parties under this Section 12.1 for any obligation to Lender hereunder Losses to the extent that such Indemnified Liabilities Losses arise from by reason of, and to the extent attributable to, the gross negligence, illegal acts, fraud or willful misconduct of Lenderthe Indemnified Parties or Losses resulting from acts or omissions arising after a completed foreclosure of the Property of acceptance by Lender of a deed in lieu of foreclosure. To Any amounts payable to Indemnified Parties by reason of the extent that application of this Section 12.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by LenderParties until paid.

General Indemnification. Borrower Borrowers shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property any Individual Properties or any part thereof; (d) any failure of the any Individual Property to be in material compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Work and Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower Borrowers shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower Borrowers shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Subject to the terms of Article 13 hereof, Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to caused by any one or more of the following: (a) the purpose to which Borrower applies the proceeds of the Loan; (b) the failure of Borrower to perform any obligations as and when required by this Agreement, any of the other Loan Documents or Property Document; (c) any failure at any time of any of Borrower’s representations or warranties to be true and correct; (d) any act or omission by Borrower, any Affiliate of Borrower, any contractor, subcontractor or material supplier, engineer, architect or other Person with respect to the Property or Improvements; (e) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthereof; (bf) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthereof; (cg) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (dh) any failure of the Property or any part thereof to be in compliance with any applicable Legal RequirementsApplicable Law; (ei) any and all claims and demands whatsoever which may be asserted against Administrative Agent or any Lender by reason of any alleged obligations or undertakings on its their part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, unless Administrative Agent (on behalf of Lenders) has taken title to the Property, the Administrative Agent shall be liable for claims which arise on and after such date of taking title; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (gj) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Administrative Agent or any Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectivelyk) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Accounts; provided that such indemnity shall not, the “as to any Indemnified Liabilities”); providedParty, however, that Borrower shall not have any obligation to Lender hereunder be available to the extent that such Indemnified Liabilities arise Losses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, illegal acts, fraud bad faith or willful misconduct of Lendersuch Indemnified Party. To Any amounts payable to Indemnified Parties by reason of the extent that application of this Section 12.1 shall become immediately due and payable on demand and, if not paid within five (5) days of such demand therefor, shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by LenderDefault Rate.

General Indemnification. Borrower (i) In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property any Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance repair by Tenant of any labor or services or the furnishing of any materials or other property in respect of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from any Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to any Facility (or any part thereof) or any business or other activity carried on in relation to any Facility (or any part thereof) by Tenant; (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender any Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting any Facility (or any part thereof); (viii) any third party claim asserted against Landlord as a result of Landlord having been a party to the MLSA (as defined in the Amended Original CPLV Lease), so long as such claim does not result from Landlord’s actions; (ix) all amounts actually payable by a Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Original Fee Mortgage Document as in effect as of the Commencement Date in the nature of indemnification as a result of any alleged obligations Tenant Securitization Certification (as defined in the Amended Original CPLV Lease) being inaccurate; and (x) any matter arising out of Tenant’s (or undertakings on its any Subtenant’s) management, operation, use or possession of any Facility (or any part thereof) or any business or other activity carried on, at, from or in relation to perform any Facility (or discharge any part thereof) (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the termsParties, covenantsand if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or agreements contained in by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Lease; Subtenant or any Subsidiary, as applicable (fwhether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. (ii) Notwithstanding the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment existence of any commissioninsurance carried by or for the benefit of Landlord or Tenant, charge or brokerage fee and without regard to anyone which may be payable in connection with the funding policy limits of the Loan any such insurance, Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified LiabilitiesParties”); providedeach individually, howevera “Tenant Indemnified Party”) from and against all liabilities, that Borrower shall not have obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Tenant Indemnified Parties (excluding any obligation to Lender hereunder indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of (A) Landlord’s gross negligence or willful misconduct hereunder, other than to the extent that such Indemnified Liabilities arise resulting from the Tenant’s gross negligence, illegal acts, fraud negligence or willful misconduct or default hereunder, and (B) the violation by Landlord of Lender. To the extent that the undertaking any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law pursuant to the payment terms hereof or otherwise). Any amounts which become payable by Landlord under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, or, with respect to amounts payable by Tenant under clause (ix) of Section 21.1(i), when such amounts become payable under the applicable Fee Mortgage Documents) and satisfaction if not timely paid shall bear interest at the Overdue Rate from the date of all such determination to the date of payment. Landlord, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Tenant Indemnified Liabilities incurred Parties. For purposes of this Article XXI, any acts or omissions of Landlord, or by Lenderemployees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Landlord.

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender and Trustee harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingagainst: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (ei) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and demands whatsoever (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against against, imposed on or incurred by Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable Trustee in connection with the funding of the Loan (collectivelyDebt, this Security Instrument, the “Indemnified Liabilities”)Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender's willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the preceding sentence may type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be unenforceable because it violates deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any law of the terms hereof or public policyto prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the maximum portion that it is permitted services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to "ATTORNEYS" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any attorney or law firm engaged by Lender and Lender's in-house counsel, and all references to "FEES AND EXPENSES" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or law firm and any allocation charges and allocation costs of Lender's in-house counsel.

General Indemnification. Borrower (i) In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect repair by Tenant of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from any Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any portion thereof), or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; and (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof), and (viii) any matter arising out of Tenant’s (or any Subtenant’s) management, operation, use, or possession of the Facility (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) Business Days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Subtenant or any Subsidiary, as applicable (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. (ii) Notwithstanding the existence of any alleged obligations insurance carried by or undertakings on its part for the benefit of Landlord or Tenant, and without regard to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment policy limits of any commissionsuch insurance, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified LiabilitiesParties”); providedeach individually, howevera “Tenant Indemnified Party”) from and against all liabilities, that Borrower shall not have obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Tenant Indemnified Parties (excluding any obligation to Lender hereunder indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of (A) Landlord’s gross negligence or willful misconduct hereunder, other than to the extent that such Indemnified Liabilities arise resulting from the Tenant’s gross negligence, illegal acts, fraud negligence or willful misconduct or default hereunder, and (B) the violation by Landlord of Lender. To the extent that the undertaking any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law pursuant to the payment terms hereof or otherwise). Any amounts which become payable by Landlord under this Article XXI shall be paid within ten (10) Business Days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and satisfaction if not timely paid shall bear interest at the Overdue Rate from the date of all such determination to the date of payment. Landlord, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant Indemnified Liabilities incurred Parties. For purposes of this Article XXI, any acts or omissions of Landlord, or by Lenderemployees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Landlord.

General Indemnification. Borrower (i) In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect repair by Tenant of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); and (viii) any third-party claim asserted against Landlord as a result of Landlord being a party to the MLSA or arising from Tenant’s or Manager’s or CEC’s failure to perform their respective obligations under the MLSA, in each case so long as such claim does not result from Landlord’s actions. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Subtenant or any Subsidiary, as applicable (including, without limitation, Manager or anyone acting by, through or on behalf of Manager) (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. (ii) Notwithstanding the existence of any alleged obligations insurance carried by or undertakings on its part for the benefit of Landlord or Tenant, and without regard to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment policy limits of any commissionsuch insurance, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified LiabilitiesParties”); providedeach individually, howevera “Tenant Indemnified Party”) from and against all liabilities, that Borrower shall not have obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Tenant Indemnified Parties (excluding any obligation to Lender hereunder indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of (A) Landlord’s gross negligence or willful misconduct hereunder, other than to the extent that such Indemnified Liabilities arise resulting from the Tenant’s gross negligence, illegal acts, fraud negligence or willful misconduct or default hereunder, and (B) the violation by Landlord of Lender. To the extent that the undertaking any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law pursuant to the payment terms hereof or otherwise). Any amounts which become payable by Landlord under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and satisfaction if not timely paid shall bear interest at the Overdue Rate from the date of all such determination to the date of payment. Landlord, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Tenant Indemnified Liabilities incurred Parties. For purposes of this Article XXI, any acts or omissions of Landlord, or by Lenderemployees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Landlord.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition (other than environmental matters which are governed by Article 12 hereof) in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property 101 in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal RequirementsRequirements (other than environmental matters which are governed by Article 12 hereof); (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or any other Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless To the Indemnified Parties from and against any and all Losses imposed upon or incurred fullest extent permitted by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more the laws of the following: State of Delaware: (a) any accidentThe Corporation shall indemnify Indemnitee if he or she was or is a party or is threatened to be made a party to, injury or was or is required to testify or death of persons or loss of or damage to property occurring otherwise provide evidence in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect Action by reason of the Property fact that Indemnitee is or any part thereof; (d) any failure was or has agreed to serve at the request of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender Corporation as a director of the Corporation, or by reason of any action alleged obligations to have been taken or undertakings on its part to perform omitted in such capacity. (b) This indemnification shall be for expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with or in respect of such expenses, judgments, fines and amounts paid in settlement), actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Action or any claim, issue or matter therein and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the funding best interests of the Loan Corporation, and, with respect to any criminal Action, if Indemnitee had no reasonable cause to believe his or her conduct was unlawful. (collectivelyc) Notwithstanding the foregoing provisions of this Section 2, in the “Indemnified Liabilities”); providedcase of any Action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was or has agreed to serve at the request of the Corporation as a director of the Corporation, howeverno indemnification shall be made in respect of any Action as to which Indemnitee shall have been adjudged to be liable to the Corporation unless, that Borrower shall not have any obligation to Lender hereunder and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. (d) The termination of any Action or any claim, issue or matter therein by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law not opposed to the payment and satisfaction best interests of all Indemnified Liabilities incurred by Lenderthe Corporation, and, with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Laws; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyevidenced by the Note and secured by this Security Instrument, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation be obligated to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligenceprotect, illegal actsdefend, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend release and hold harmless set forth in Lender from any commission, charge or brokerage fee claimed solely through Lender. Any amounts payable to Lender by reason of the preceding sentence may be unenforceable because it violates any law application of this Section 13.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Persons from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties Persons and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any LeaseLease or management agreement; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any brokerage commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”)holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts; provided, however, that Borrower the foregoing covenant shall not have apply to any obligation to Lender hereunder matter to the extent that such Indemnified Liabilities arise arising from (x) the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of Lenderan Indemnified Person or (y) any Losses first arising after foreclosure of the lien of the Loan Documents or deed-in-lieu of such foreclosure, or Lender exercising any remedy which results in Lender or its successors or assigns or their respective agents or appointees controlling the Property and solely with respect to actions, events or conditions which are not caused by Borrower or any of its Affiliates. To Any amounts payable to Lender by reason of the extent that application of this Section 12.1 shall become due and payable immediately after demand therefor by Lender and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Excluding any of the following to the extent arising out of the gross negligence or willful misconduct of Lender, Borrower shall shall, at its sole cost and expense, protect (with legal counsel reasonably acceptable to Lender), defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including attorneys’ fees and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Security Instrument, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Debt, the Note, the Loan Agreement, this Security Instrument, or any other Loan Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Security Instrument, the Loan Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or any indemnitor Person or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (be) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cf) intentionally deleted; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security Instrument is made; (i) any failure of the Property to be in compliance with any applicable Legal Requirements; (ej) the enforcement by any Indemnified Party of the provisions of this Article IX; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (fl) the holding any and all claims (including lender liability claims) or investing of the Reserve Accounts in accordance with this Agreement demands by Borrower or the performance of the Required Workany third parties, Additional Required Repairs including any guarantor or Additional Replacements or indemnitor; (gm) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower which may be payable in connection with the funding of the Loan; or (n) any misrepresentation made by Borrower in this Security Instrument or any other Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation Document. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 9.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. The Borrower shall indemnify, defend indemnify and hold the ----------------------- Lender and each of its directors, officers, employees, affiliates, attorneys and agents (collectively referred to herein as the "Lender Indemnitees") harmless the Indemnified Parties ------------------ from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation, any expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Lender Indemnitee in connection with any investigation in connection with any such matter, whether or not any such Lender Indemnitee shall be designated a party thereto) which may be imposed upon or on, incurred by or asserted against such Lender Indemnities by any Indemnified Parties Person other than the Lender with which such Lender Indemnitee is affiliated (whether direct, indirect or consequential and directly whether based on any federal or indirectly state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement and any other Loan Documents, or in any way relating to any one act, event or more transaction related or attendant thereto; the making of the following: (a) any accidentLoan hereunder, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect management of the Property Loan (including any liability under federal, state or any part thereof; (d) any failure local Environmental Laws or regulations), the use or intended use of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding proceeds of the Loan (collectively, the “"Indemnified Liabilities”Matters"); provided, however, that the Borrower shall not have any no ------------------- -------- ------- obligation to any Lender hereunder Indemnitee under this Section 9.7 with respect to Indemnified Matters to the extent that such Indemnified Liabilities arise Matters were caused by or resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendera Lender Indemnitee. To the extent that the undertaking to indemnify, defend pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall pay contribute to the payment and satisfaction of all Indemnified Matters incurred by the Lender Indemnities the maximum portion that it which the Borrower is permitted to pay and satisfy under applicable law to law. This indemnification shall survive repayment by the payment Borrower of the Loan made under this Agreement, and satisfaction the termination of all Indemnified Liabilities incurred by Lenderthis Agreement without occurrence of the Closing Date.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property (or any part thereof) or the Collateral (or any part thereof); (d) any failure of the Property (or any portion thereof) or the Collateral (or any part thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Pledge Agreement; and/or (collectively, g) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts (the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder (x) to the extent that such any Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or any other Indemnified Party or (y) any consequential, punitive and special damages except to the extent paid to a third party. To Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and payable on the date that is ten (10) days after Borrower receives written notice from Lender that such Losses were sustained by Lender and shall bear interest at the Default Rate from the date that is ten (10) days after the date Borrower receives notice from Lender that such Losses were sustained by Lender until such time as such amounts are paid. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Borrower shall have no liability for any Indemnified Liabilities imposed upon or incurred by or asserted against any Indemnified Parties to the extent that Borrower proves that such Indemnified Liabilities were caused by actions, conditions or events that first occurred or arose after the undertaking date that (i) Lender (or any purchaser at a foreclosure sale or Lender’s designee of an assignment in lieu of foreclosure) actually acquired title to indemnifythe direct ownership interests in Borrower pursuant to a foreclosure of the Pledge Agreement or an assignment in lieu of foreclosure of the Pledge Agreement that has not been set aside, defend rescinded or invalidated, whereby Borrower is no longer the 100% owner of Mortgage Borrower and hold harmless set forth that such Indemnified Liabilities were not caused by the actions of Borrower or any Affiliate or agent of Borrower, or (ii) Mezzanine B Lender (or any purchaser at a foreclosure sale or Mezzanine B Lender’s designee of an assignment in lieu of foreclosure) actually acquired title to the direct ownership interests in Mezzanine A Borrower pursuant to a foreclosure of the Pledge Agreement (as defined in the preceding sentence may be unenforceable because it violates any law Mezzanine B Loan Agreement) or public policyan assignment in lieu of foreclosure of the Pledge Agreement (as defined in the Mezzanine B Loan Agreement) that has not been set aside, rescinded or invalidated, whereby Mezzanine B Borrower shall pay is no longer the maximum portion 100% owner of Borrower and that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such Indemnified Liabilities incurred were not caused by Lenderthe actions of Mezzanine B Borrower or any Affiliate or agent of Mezzanine B Borrower.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement, any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”)holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts; provided, however, that Borrower shall not have be liable for the payment of any obligation to Lender hereunder such costs and expenses to the extent that such Indemnified Liabilities the same arise from by reason of (i) the gross negligence, bad faith, illegal acts, fraud or willful misconduct of Lender. To any Indemnified Party, (ii) disputes among the extent that Lenders, among Administrative Agent and the undertaking to indemnifyLenders or among the Lenders or the Administrative Agent and any mezzanine lender, defend and hold harmless set forth in (iii) the preceding sentence may be unenforceable because it violates gross negligence, bad faith, illegal acts, fraud, willful misconduct or act outside the scope of authority of, any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law receiver appointed with respect to the payment Property, or (iv) acts or omissions following the earlier to occur of (a) the date on which Lender (or its designee, assignee or agent, or any other Person) acquires title to the Property by deed-in-lieu of foreclosure or upon a foreclosure (public or private), power of sale or other exercise of L▇▇▇▇▇’s remedies or (b) the date on which any mezzanine lender forecloses on the pledge given to such mezzanine lender, takes title to the interests of its borrower or assumes control of its borrower. Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and satisfaction of all Indemnified Liabilities incurred payable upon demand and shall bear interest at the Default Rate from the date loss or damage is sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by Lender.Lender until paid:

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 11.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower (i) In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect repair by Tenant of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (viii) any third-party claim asserted against Landlord as a result of Landlord having been a party to the MLSA (as defined in the Amended Original Lease), so long as such claim does not result from Landlord’s actions; and (ix) any matter arising out of Tenant’s (or any Subtenant’s) management, operation, use or possession of the Facility (or any part thereof) or any business or other activity carried on, at, from or in relation to the Facility (or any part thereof) (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Subtenant or any Subsidiary, as applicable (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. (ii) Notwithstanding the existence of any alleged obligations insurance carried by or undertakings on its part for the benefit of Landlord or Tenant, and without regard to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment policy limits of any commissionsuch insurance, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified LiabilitiesParties”); providedeach individually, howevera “Tenant Indemnified Party”) from and against all liabilities, that Borrower shall not have obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Tenant Indemnified Parties (excluding any obligation to Lender hereunder indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of (A) Landlord’s gross negligence or willful misconduct hereunder, other than to the extent that such Indemnified Liabilities arise resulting from the Tenant’s gross negligence, illegal acts, fraud negligence or willful misconduct or default hereunder, and (B) the violation by Landlord of Lender. To the extent that the undertaking any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law pursuant to the payment terms hereof or otherwise). Any amounts which become payable by Landlord under this Section 21.1(ii) shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and satisfaction if not timely paid shall bear interest at the Overdue Rate from the date of all such determination to the date of payment. Landlord, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Tenant Indemnified Liabilities incurred Parties. For purposes of this Article XXI, any acts or omissions of Landlord, or by Lenderemployees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Landlord.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property (or any part thereof) or the Collateral (or any part thereof); (d) any failure of the Property (or any portion thereof) or the Collateral (or any part thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Pledge Agreement; and/or (collectively, g) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts (the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder (x) to the extent that such any Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or any other Indemnified Party or (y) any consequential, punitive and special damages except to the extent paid to a third party. To Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and payable on the date that is ten (10) days after Borrower receives written notice from Lender that such Losses were sustained by Lender and shall bear interest at the Default Rate from the date that is ten (10) days after the date Borrower receives notice from Lender that such Losses were sustained by Lender until such time as such amounts are paid. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Borrower shall have no liability for any Indemnified Liabilities imposed upon or incurred by or asserted against any Indemnified Parties to the extent that Borrower proves that such Indemnified Liabilities were caused by actions, conditions or events that first occurred or arose after the undertaking to indemnify, defend and hold harmless set forth date that Lender (or any purchaser at a foreclosure sale or Lender’s designee of an assignment in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law lieu of foreclosure) actually acquired title to the payment direct ownership interests in Borrower pursuant to a foreclosure of the Pledge Agreement or an assignment in lieu of foreclosure of the Pledge Agreement that has not been set aside, rescinded or invalidated, whereby Borrower is no longer the 100% owner of Mezzanine A Borrower and satisfaction of all that such Indemnified Liabilities incurred were not caused by Lenderthe actions of Borrower or any Affiliate or agent of Borrower.

General Indemnification. Borrower shall indemnifyGrantee must defend, defend indemnify and hold harmless the Indemnified Parties State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties actions, claims, losses, liabilities, damages, costs, attorney fees, and directly or indirectly expenses (including those required to establish the right to indemnification), arising out of or in any way relating to any one or more of the followingto: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property breach by Grantee (or any part thereof of Grantee’s employees, agents, subgrantees, or on by anyone else for whose acts any of them may be liable) of any of the adjoining sidewalkspromises, curbsagreements, adjacent property representations, warranties, or adjacent parking areas, streets or waysinsurance requirements contained in this Grant; (b) any useinfringement, nonuse misappropriation, or condition in, on other violation of any intellectual property right or about the Property or other right of any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthird party; (c) performance of any labor bodily injury, death, or services damage to real or the furnishing of any materials tangible personal property occurring wholly or other property in respect of the Property part due to action or inaction by Grantee (or any part thereofof Grantee’s employees, agents, subgrantees, or by anyone else for whose acts any of them may be liable); and (d) any failure acts or omissions of the Property to be in compliance with Grantee (or any applicable Legal Requirements; (e) of Grantee’s employees, agents, subgrantees, or by anyone else for whose acts any and all claims and demands whatsoever which of them may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained liable). The State will notify Grantee in any Leasewriting if indemnification is sought; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall failure to do so will not have any obligation to Lender hereunder relieve Grantee, except to the extent that such Indemnified Liabilities arise from Grantee is materially prejudiced. Grantee must, to the gross negligencesatisfaction of the State, illegal actsdemonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Grantee will not, fraud without the State’s written consent (not to be unreasonably withheld), settle, compromise, or willful misconduct consent to the entry of Lenderany judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that the undertaking to indemnifyany State employee, defend and hold harmless set forth in the preceding sentence official, or law may be unenforceable because it violates involved or challenged, the State may, at its own expense, control the defense of that portion of the claim. Inasmuch as each party to this grant is a governmental entity of the State of Michigan, each party to this grant must seek its own legal representation and bear its own costs; including judgments, in any law or public policy, Borrower shall pay litigation which may arise from the maximum portion performance of this grant. It is specifically understood and agreed that it is permitted to pay and satisfy under applicable law to neither party will indemnify the payment and satisfaction of all Indemnified Liabilities incurred by Lenderother party in such litigation.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of the any Individual Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (other than for fees imposed or charges by any broker hired solely by Lender) (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder (i) to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or its agents or representatives or, (ii) with respect to clauses (a)-(e) above, to the extent that the circumstances giving rise to any indemnification obligation which Borrower may have under any of clauses (a)-(e) above occurs only after (and not to any degree before) Lender has taken possession of the applicable Individual Property and Borrower is no longer in possession of such Individual Property. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any applicable law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower i. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect repair by Tenant of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from any Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any portion thereof), or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; and (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof), and (viii) any matter arising out of Tenant’s (or any Subtenant’s) management, operation, use, or possession of the Facility (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) Business Days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Subtenant or any Subsidiary, as applicable (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. ii. Notwithstanding the existence of any alleged obligations insurance carried by or undertakings on its part for the benefit of Landlord or Tenant, and without regard to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment policy limits of any commissionsuch insurance, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified LiabilitiesParties”); providedeach individually, howevera “Tenant Indemnified Party”) from and against all liabilities, that Borrower shall not have obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Tenant Indemnified Parties (excluding any obligation to Lender hereunder indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of (A) Landlord’s gross negligence or willful misconduct hereunder, other than to the extent that such Indemnified Liabilities arise resulting from the Tenant’s gross negligence, illegal acts, fraud negligence or willful misconduct or default hereunder, and (B) the violation by Landlord of Lender. To the extent that the undertaking any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law pursuant to the payment terms hereof or otherwise). Any amounts which become payable by Landlord under this Article XXI shall be paid within ten (10) Business Days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and satisfaction if not timely paid shall bear interest at the Overdue Rate from the date of all such determination to the date of payment. Landlord, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant Indemnified Liabilities incurred Parties. For purposes of this Article XXI, any acts or omissions of Landlord, or by Lenderemployees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Landlord.

General Indemnification. In addition to any other indemnifications provided herein, or in the Security Documents, Borrower shall indemnifywill, defend at its sole cost and hold expense protect, defend, indemnify and save harmless each of the Indemnified Parties from and against any and all Losses Indemnified Liabilities (except to the extent caused by the negligence or willful misconduct of such Indemnified Party) which is imposed upon or on, incurred by or asserted or awarded against any Indemnified Parties and directly or indirectly arising out Party because of or in any way relating to any one or more (i) ownership of the following: Loan Documents, the Mortgaged Property or any interest therein or receipt of any Rents; (aii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (biii) any use, nonuse non-use or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (civ) any failure on Borrower’s part to perform or comply with any of the terms of the Loan Documents; (v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereofMortgaged Property; (dvi) to the extent not covered by insurance, any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Substances or asbestos; (vii) the Mortgaged Property’s failure of the Property to be in compliance comply with any applicable Legal Requirements; (eviii) the occupation, condition, operation, service, design, maintenance or management of the Mortgaged Property; (ix) any tax, duty, assessment or other charge imposed by any .Governmental Authority on the making and all claims recording of the Indenture or any other Security Document; and demands whatsoever which (x) a violation under Section 4.10 hereof, including Indemnified Liabilities incurred, directly or indirectly, by Lender to correct any prohibited transaction, to sell a prohibited loan, or to obtain any individual prohibited transaction exemption under ERISA that may be asserted against Lender by reason required, in Lender’s sole discretion, as a result of any alleged obligations or undertakings on its part such a violation. Any Indemnified Liabilities payable to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing Indemnified Parties because of the Reserve Accounts in accordance with application of this Agreement or Section 11.01 will be secured by the performance Indenture and will become immediately due and payable and will bear interest at the Default Rate from the date such Indemnified Liability is sustained by any of the Required WorkIndemnified Parties until paid. Borrower’s obligations and liabilities under this Section 11.01 will survive any termination, Additional Required Repairs satisfaction or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding assignment of the Loan (collectivelyDocuments and the exercise by Lender of any of its rights or remedies under the Loan Documents including, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation acquisition of the Mortgaged Property by foreclosure or a conveyance in lieu of foreclosure as to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderevents occurring prior thereto.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts, (h) any material breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the “Indemnified Liabilities”)other Loan Documents; and/or (i) any untrue statement or alleged untrue statement of material fact contained in the Provided Information or any omission or alleged omission to state a material fact required to be stated in the Provided Information or necessary in order to make the statements in the Provided Information, in light of the circumstances under which they were made, not misleading; provided, however, that Borrower the foregoing indemnity shall not have apply to any obligation to Lender hereunder matter to the extent that such Indemnified Liabilities arise arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderan Indemnified Party. To Any amounts payable to Lender by reason of the extent that application of this Section 12.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the Cash Management Account or the performance of the Required Work, Work or Additional Required Repairs or Additional Replacements Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (2) with respect to an act and event first occurring or arising (I) after the date Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Senior Mezzanine Loan, as applicable; provided, however, Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the Cash Management Account or the performance of the Required Work, Work or Additional Required Repairs or Additional Replacements Repairs; or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “"Indemnified Liabilities”"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender and Trustee harmless the Indemnified Parties from and against against: (i) any and all Losses claims, by, through or under Borrower, for brokerage, leasing, finder’s or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed upon on or incurred by Lender or asserted against any Indemnified Parties and directly or indirectly arising out of or Trustee in any way relating to any one or more of connection with the following: (a) any accidentDebt, injury to or death of persons or loss of or damage to property occurring inthis Security Instrument, on or about the Property or any part thereof or on the adjoining sidewalksProperty, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of , or the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against exercise by Lender by reason or Trustee of any alleged obligations rights or undertakings on its part remedies granted to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with it under this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”)Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by ▇▇▇▇▇▇ by reason of ▇▇▇▇▇▇’s willful misconduct or gross negligence. (b) If ▇▇▇▇▇▇ is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any). The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the preceding sentence may type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be unenforceable because it violates deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If ▇▇▇▇▇▇ commences an action against Borrower to enforce any law of the terms hereof or public policyto prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, ▇▇▇▇▇▇ may engage the maximum portion that it is permitted services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by ▇▇▇▇▇▇▇▇, Borrower shall pay Lender reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Lender▇▇▇▇▇▇, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any attorney or law firm engaged by ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s in-house counsel, and all references to “fees and expenses” in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or law firm and any allocation charges and allocation costs of ▇▇▇▇▇▇’s in-house counsel.

General Indemnification. Borrower (i) In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect repair by Tenant of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (viii) any third-party claim asserted against Landlord as a result of Landlord being a party to the MLSA or arising from Tenant’s or Manager’s or CEC’s failure to perform their respective obligations under the MLSA, in each case so long as such claim does not result from Landlord’s actions; and (ix) all amounts actually payable by a Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Existing Fee Mortgage Document as in effect as of the date hereof in the nature of indemnification as a result of any alleged obligations Tenant Securitization Certification being inaccurate. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or undertakings on its part to perform settlement or discharge any other agreement of the termsParties, covenantsor, with respect to amounts payable by Tenant under the foregoing clause (ix), when such amounts become payable under the applicable Fee Mortgage Document, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or agreements contained in by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Lease; Subtenant or any Subsidiary, as applicable (fincluding, without limitation, Manager or anyone acting by, through or on behalf of Manager) (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. (ii) Notwithstanding the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment existence of any commissioninsurance carried by or for the benefit of Landlord or Tenant, charge or brokerage fee and without regard to anyone which may be payable in connection with the funding policy limits of the Loan any such insurance, Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified LiabilitiesParties”); providedeach individually, howevera “Tenant Indemnified Party”) from and against all liabilities, that Borrower shall not have obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Tenant Indemnified Parties (excluding any obligation to Lender hereunder indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of (A) Landlord’s gross negligence or willful misconduct hereunder, other than to the extent that such Indemnified Liabilities arise resulting from the Tenant’s gross negligence, illegal acts, fraud negligence or willful misconduct or default hereunder, and (B) the violation by Landlord of Lender. To the extent that the undertaking any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law pursuant to the payment terms hereof or otherwise). Any amounts which become payable by Landlord under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and satisfaction if not timely paid shall bear interest at the Overdue Rate from the date of all such determination to the date of payment. Landlord, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Tenant Indemnified Liabilities incurred Parties. For purposes of this Article XXI, any acts or omissions of Landlord, or by Lenderemployees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Landlord.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Persons from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties Persons and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of the any Individual Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Documents; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any brokerage commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instruments; and/or (collectively, g) the “Indemnified Liabilities”)holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts; provided, however, that Borrower the foregoing covenant shall not have apply to any obligation to Lender hereunder matter to the extent that such Indemnified Liabilities arise (i) arising from the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of an Indemnified Person or from events or conditions first arising from and after the taking of control or possession by Lender. To , its nominee, or any purchaser at a foreclosure sale, (ii) resulting from any breach of a Loan Document by an Indemnified Person as determined by a court of competent jurisdiction (to the extent that and for so long as such Indemnified Person disputes the undertaking occurrence of such breach), or (iii) constituting Excluded Taxes. Any amounts payable to indemnify, defend Lender by reason of the application of this Section 12.1 shall become due and hold harmless set forth in payable immediately after demand therefor by Lender and shall bear interest at the preceding sentence may be unenforceable because it violates any law Default Rate from the date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower (i) In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect repair by Tenant of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (viii) any third-party claim asserted against Landlord as a result of Landlord being a party to the MLSA, so long as such claim does not result from Landlord’s actions; and (ix) any matter arising out of Tenant’s (or any Subtenant’s) management, operation, use or possession of the Facility or any business or other activity carried on, at, from or in relation to the Facility (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Subtenant or any Subsidiary, as applicable (including, without limitation, Manager or anyone acting by, through or on behalf of Manager) (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant. (ii) Notwithstanding the existence of any alleged obligations insurance carried by or undertakings on its part for the benefit of Landlord or Tenant, and without regard to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment policy limits of any commissionsuch insurance, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified LiabilitiesParties”); providedeach individually, howevera “Tenant Indemnified Party”) from and against all liabilities, that Borrower shall not have obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Tenant Indemnified Parties (excluding any obligation to Lender hereunder indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of (A) Landlord’s gross negligence or willful misconduct hereunder, other than to the extent that such Indemnified Liabilities arise resulting from the Tenant’s gross negligence, illegal acts, fraud negligence or willful misconduct or default hereunder, and (B) the violation by Landlord of Lender. To the extent that the undertaking any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law pursuant to the payment terms hereof or otherwise). Any amounts which become payable by Landlord under this Section 21.1(ii) shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, and satisfaction if not timely paid shall bear interest at the Overdue Rate from the date of all such determination to the date of payment. Landlord, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Tenant Indemnified Liabilities incurred Parties. For purposes of this Article XXI, any acts or omissions of Landlord, or by Lenderemployees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Landlord.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required WorkAccounts, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnifyGrantee must defend, defend indemnify and hold harmless the Indemnified Parties State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties actions, claims, losses, liabilities, damages, costs, attorney fees, and directly or indirectly expenses (including those required to establish the right to indemnification), arising out of or in any way relating to any one or more of the followingto: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property breach by Grantee (or any part thereof of Grantee’s employees, agents, subgrantees, or on by anyone else for whose acts any of them may be liable) of any of the adjoining sidewalkspromises, curbsagreements, adjacent property representations, warranties, or adjacent parking areas, streets or waysinsurance requirements contained in this Grant; (b) any useinfringement, nonuse misappropriation, or condition in, on other violation of any intellectual property right or about the Property or other right of any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthird party; (c) performance of any labor bodily injury, death, or services damage to real or the furnishing of any materials tangible personal property occurring wholly or other property in respect of the Property part due to action or inaction by Grantee (or any part thereofof Grantee’s employees, agents, subgrantees, or by anyone else for whose acts any of them may be liable); and (d) any failure acts or omissions of the Property to be in compliance with Grantee (or any applicable Legal Requirements; (e) of Grantee’s employees, agents, subgrantees, or by anyone else for whose acts any and all claims and demands whatsoever which of them may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained liable). The State will notify Grantee in any Leasewriting if indemnification is sought; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall failure to do so will not have any obligation to Lender hereunder relieve Grantee, except to the extent that such Indemnified Liabilities arise from Grantee is materially prejudiced. Grantee must, to the gross negligencesatisfaction of the State, illegal actsdemonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Grantee will not, fraud without the State’s written consent (not to be unreasonably withheld), settle, compromise, or willful misconduct consent to the entry of Lenderany judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that the undertaking to indemnifyany State employee, defend and hold harmless set forth in the preceding sentence official, or law may be unenforceable because it violates any law involved or public policychallenged, Borrower shall pay the maximum State may, at its own expense, control the defense of that portion that it is permitted to pay and satisfy under applicable law to of the payment and satisfaction of all Indemnified Liabilities incurred by Lenderclaim.

General Indemnification. In addition to any other indemnifications provided herein, or in the Security Documents, Borrower shall indemnifywill, defend at its sole cost and hold expense protect, defend, indemnify and save harmless each of the Indemnified Parties from and against any and all Losses imposed upon Indemnified Liabilities (except to the extent caused by the negligence or incurred willful misconduct of such Indemnified Party) by or asserted against any Indemnified Parties and directly or indirectly arising out reason of or in any way relating to any one or more (i) ownership of the following: Loan Documents, the Mortgaged Property or any interest therein or receipt of any Rents; (aii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (biii) any use, nonuse non-use or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (civ) any failure on Borrower's part to perform or comply with any of the terms of the Transaction Documents; (v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereofMortgaged Property; (dvi) to the extent not covered by insurance, any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Substances or asbestos; (vii) the Mortgaged Property's failure of the Property to be in compliance comply with any applicable Legal Requirements; (eviii) the occupation, condition, operation, service, design, maintenance or management of the Mortgaged Property; (ix) any tax, duty, assessment or other charge imposed by any Governmental Authority on the making and all claims recording of the Indenture or any other Security Document; and demands whatsoever which (x) a violation under Section 4.11 hereof, including Indemnified Liabilities incurred, directly or indirectly, by Lender to correct any prohibited transaction, to sell a prohibited loan, or to obtain any individual prohibited transaction exemption under ERISA that may be asserted against Lender required, in Lender's sole discretion, as a result of such a violation. Any Indemnified Liabilities payable to any of the Indemnified Parties by reason of any alleged obligations or undertakings on its part to perform or discharge the application of this Section 11.01 will be secured by the Indenture and will become immediately due and payable and will bear interest at the Default Rate from the date such Indemnified Liability is sustained by any of the termsIndemnified Parties until paid. Borrower's obligations and liabilities under this Section 11.01 will survive any termination, covenants, satisfaction or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding assignment of the Loan (collectivelyDocuments and the exercise by Lender of any of its rights or remedies under the Loan Documents including, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation acquisition of the Mortgaged Property by foreclosure or a conveyance in lieu of foreclosure as to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderevents occurring prior thereto only.

General Indemnification. The Borrower shall indemnifypay and indemnify the Bank, defend the Offshore Credit Providers, the Bank's parent company, and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") and hold harmless the Indemnified Parties from and against any and all Losses imposed upon liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or incurred by disbursements (including reasonable attorneys' fees and disbursements and the allocated costs of internal counsel) of any kind or asserted against nature whatsoever with respect to the execution, delivery, enforcement, performance, and administration of this Agreement and any Indemnified Parties other Credit Documents, or the transactions contemplated hereby and directly or indirectly arising out of or in any way relating thereby, and with respect to any one investigation, litigation, or more proceeding related to this Agreement, any violation of any Environmental Law by the following: Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (awhether actual or alleged) any accidentof a Hazardous Substance on, injury to or death of persons or loss of or damage to property occurring in, on under or about the Property property or operations of or property leased to the Borrower or any part thereof of its Subsidiaries, any transportation from or on other off-site management of any Hazardous Substance generated or used by the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Borrower or any part thereof or on the adjoining sidewalksof its Subsidiaries, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing loans and other extensions of any materials credit hereunder or other property in respect the use of the Property proceeds thereof, whether or not any part thereof; Indemnified Person is a party thereto (d) any failure of all the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the termsforegoing, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “"Indemnified Liabilities”"); provided, however, that the Borrower shall not have any no obligation to Lender hereunder to the extent that such any Indemnified Person with respect to Indemnified Liabilities arise arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendersuch Indemnified Person. To The agreements and obligations of the extent that Borrower in this Section shall survive the undertaking expiration and termination of the commitment to indemnify, defend extend credit hereunder and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderother obligations of the Borrower or any Acceptable Subsidiary hereunder or under the other Credit Documents.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts and in accordance with the terms of the Loan Documents. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 11.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds, the “Indemnified Liabilities”); provided, however, that Borrower shall not have be responsible to indemnify any obligation to Lender hereunder Indemnified Party for Losses to the extent that arising solely from such Indemnified Liabilities arise from the Party’s gross negligence, willful misconduct, fraud, or illegal acts, fraud . Any amounts payable to Indemnified Parties by reason of the application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by LenderParties until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required WorkCash Management Account, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (2) with respect to an act and event first occurring or arising (I) after the date Mortgage Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure of the Mortgage Loan or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Loan; provided, however, Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender and Trustee harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingagainst: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (ei) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and demands whatsoever (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against against, imposed on or incurred by Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable Trustee in connection with the funding of the Loan (collectivelyDebt, this Security Instrument, the “Indemnified Liabilities”)Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender's willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the type described in this Subsection 11.1 (b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby. Borrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the preceding sentence may be unenforceable because it violates event of such engagement following any law or public policybreach by Borrower, Borrower shall pay the maximum portion that it is permitted to pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to "attorneys" in this Subsection 11.1 (b) and elsewhere in this Security Instrument shall include without limitation any attorney or law firm engaged by Lender and Lender's in-house counsel, and all references to "fees and expenses" in this Subsection 11.l(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or law firm and any allocation charges and allocation costs of Lender's in-house counsel.

General Indemnification. Borrower shall Grantor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, attorneys’ fees and other costs of defense) (collectively, the “Losses”) (specifically excluding any losses resulting from the illegal acts or willful misconduct of Indemnified Parties), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Beneficiary or Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Grantor, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (be) any use, nonuse non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cf) any failure on the part of Grantor to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.;

General Indemnification. Borrower shall Sublessee hereby agrees to pay, indemnify, defend and hold Sublessor, its agents, employees, officers, members, attorneys-in-fact, lawyers, successors and assigns (collectively, the “Indemnified Parties”) harmless the Indemnified Parties on an after-tax basis, from and against any and all Losses liabilities, obligations, losses, damages, penalties, claims, actions, suits, demands, costs, expenses and disbursements of any kind and nature whatsoever (each, a “Claim”), which may be imposed upon or on, incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or Party, but only to the extent such Indemnified Party shall not also be indemnified as to any such Claim by any other Person, in any way relating to any one or more arising out of the following: (a) Sublessee’s sublease, management, pooling, interchange, time sharing, chartering, possession, use, operation, maintenance, security, condition (after delivery or acceptance of any accidentof the same), injury registration or re-registration, return, removal, repossession, storage or other disposition of any of the same, or any accident in connection therewith, including Claims involving or alleging environmental damage, criminal acts, hijacking, acts of terrorism or similar acts, including the same that result in injuries, death, destruction, or other harm or loss to or death of persons or loss property, Persons or property, with respect to the Aircraft or (b) the breach (including any Default or Event of Default) or damage enforcement of any of the terms of the Sublease Documents, provided, that Sublessee shall have no obligation to property occurring in, on indemnify an Indemnified Party with respect to Claims directly (a) arising from the gross negligence or about the Property willful misconduct or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysfraud of such Indemnified Party; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or wayscovered under Section 8.2; (c) performance of any labor arising from acts or services or the furnishing of any materials or other property in respect events that occur after redelivery of the Property or any part thereof; (d) any failure of the Property Aircraft to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts Sublessor in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Sublease; or (gd) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent such Claims would not have arisen if Sublessor owned the Aircraft rather than leasing the Aircraft from Lessor. In the event that any Indemnified Party receives from any Party, including but not limited to the insurer or a Lessor Party, any insurance proceeds in good and immediately available funds pursuant to any of the liability policies required by Section 7.1(a) or (c) hereof or receives any other indemnification payment with respect to any monetary Claim for which Sublessee has previously paid to such Indemnified Liabilities arise from Party in good and immediately available funds an indemnity payment, such Indemnified Party shall refund such indemnity payment to Sublessee solely out of and up to the gross negligenceamount of such insurance proceeds or such other payment, illegal actsas applicable. If any Claim is made against any Indemnified Party, fraud the party receiving notice or willful misconduct otherwise becoming aware of Lender. To such Claim shall promptly notify the other, but the failure of the party having knowledge of a Claim to so notify the other party shall not relieve Sublessee of any obligation hereunder except to the extent that any such failure by an Indemnitee to notify Sublessee materially prejudices Sublessee’s ability to limit or avoid by practical means the undertaking responsibility to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted amounts being indemnified hereunder with respect to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lendersuch Claim.

General Indemnification. The Borrower shall indemnify, defend indemnify and hold the Lender and each of its directors, officers, employees, affiliates, attorneys and agents (collectively referred to herein as the "Lender Indemnitees") harmless the Indemnified Parties from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation, any expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Lender Indemnitee in connection with any investigation in connection with any such matter, whether or not any such Lender Indemnitee shall be designated a party thereto) which may be imposed upon or on, incurred by or asserted against such Lender Indemnities by any Indemnified Parties Person other than the Lender with which such Lender Indemnitee is affiliated (whether direct, indirect or consequential and directly whether based on any federal or indirectly state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement and any other Loan Documents, or in any way relating to any one act, event or more transaction related or attendant thereto; the making of the following: (a) any accidentLoan hereunder, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect management of the Property Loan (including any liability under federal, state or any part thereof; (d) any failure local Environmental Laws or regulations), the use or intended use of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding proceeds of the Loan (collectively, the “"Indemnified Liabilities”Matters"); provided, however, that the Borrower shall not have any no obligation to any Lender hereunder Indemnitee under this Section 9.7 with respect to Indemnified Matters to the extent that such Indemnified Liabilities arise Matters were caused by or resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendera Lender Indemnitee. To the extent that the undertaking to indemnify, defend pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall pay contribute to the payment and satisfaction of all Indemnified Matters incurred by the Lender Indemnities the maximum portion that it which the Borrower is permitted to pay and satisfy under applicable law to law. This indemnification shall survive repayment by the payment Borrower of the Loan made under this Agreement, and satisfaction the termination of all Indemnified Liabilities incurred by Lenderthis Agreement without occurrence of the Closing Date.

General Indemnification. Borrower FRANCHISEE shall indemnify, defend indemnify and hold harmless the Indemnified Parties CITY, CITY’s contractors, public officials, officers, directors, employees, agents and other contractors of each of them, from and against any and all Losses imposed upon claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals as well as all Court or incurred by other dispute resolution costs), liabilities, expenditures, or asserted against causes of action of any Indemnified Parties and kind (including negligent, reckless, willful or intentional acts or omissions of the FRANCHISEE, any subcontractor, any supplier, any Person or organization directly or indirectly arising out employed by any of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part them to perform or discharge furnish any services or anyone for whose acts any of the termsthem may be liable), covenantsarising from, relative to, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or caused by the performance of the Required Workservices permitted by this Agreement. This indemnity includes, Additional Required Repairs but is not limited to, claims attributable to bodily injury, sickness, disease or Additional Replacements death, and to injury or (g) destruction of tangible property. FRANCHISEE agrees, at FRANCHISEE's expense, after written notice from CITY, to defend any action against CITY that falls within the scope of this indemnity, or CITY, at CITY's option, may elect not to tender such defense and may elect instead to secure its own attorneys to defend any such action and the reasonable costs and expenses of such attorneys incurred in defending such action shall be payable by FRANCHISEE. Additionally, if FRANCHISEE, after receipt of written notice from CITY, fails to make any payment due under this Agreement to CITY, FRANCHISEE shall pay any reasonable attorneys’ fees or costs incurred by CITY in securing any such payment from FRANCHISEE. Payment of any amount due pursuant to the foregoing indemnity shall, after receipt of written notice by FRANCHISEE from CITY that such amount is due, be made by FRANCHISEE prior to CITY being required to pay same, or in the alternative, CITY, at CITY's option, may make payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower an amount so due and FRANCHISEE shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderpromptly reimburse CITY for same.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the Cash Management Account or the performance of the Required Work, Work or Additional Required Repairs or Additional Replacements Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (2) with respect to an act and event first occurring or arising after the date Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure or deed-in-lieu of foreclosure; provided, however, Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Governmental Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender any of the Indemnified Parties by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender an Indemnified Party hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendersuch Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof), the Mezzanine A Collateral (or any portion thereof) or the Collateral (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Pledge Agreement; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses Liabilities imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of any Individual Property, the Property Collateral or the Senior Mezzanine Collateral to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts in accordance with this Agreement or Accounts, the Reserve Accounts, the performance of the Required Work (as defined in the Mortgage Loan Agreement), the CIGNA Property Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee incurred or otherwise payable by any Borrower Party, Borrower Principal or Sponsor to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall Grantor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Indemnitees from and against any andall losses, claims, damages, liabilities and all Losses related expenses (including the reasonable fees, charges and disbursements of any counsel for an Indemnitee) (collectively, “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties Indemnitee and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Grantee or any Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Operating Lease or any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, commission charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyLoan; provided that such indemnity shall not, the “Indemnified Liabilities”); providedas to any Indemnitee, however, that Borrower shall not have any obligation to Lender hereunder be available to the extent that such Indemnified Liabilities arise losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendersuch Indemnitee or (y) result from a claim brought by any Grantor or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if any Grantor or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To Any amounts payable to an Indemnitee by reason of the extent that application of this Section 9.1 shall be immediately due and payable, shall constitute a portion of the undertaking to indemnify, defend Obligations and hold harmless set forth in shall bear interest at the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay Default Rate from the maximum portion that it date the Loss is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by Lenderan Indemnitee until paid.

General Indemnification. Borrower (a) Subject to Section 22(b), Lessee shall indemnifypay, defend and shall indemnify and hold Lessor harmless the Indemnified Parties on an after-tax basis from and against against, any and all Losses imposed upon liabilities, causes of action, claims, suits, penalties, damages, losses, costs or incurred by or asserted against expenses (including attorneys' fees), obligations, liabilities, demands and judgments, and Liens, of any Indemnified Parties and directly or indirectly nature whatsoever (collectively, a "Liability") arising out of: (i) the Lease Documents, (ii) the ownership, selection, acceptance, rejection, possession, lease, sublease, operation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, delivery, nondelivery, return or other disposition of or any other matter relating to any Item of Equipment or any part or portion thereof and any and all Liabilities in any way relating to or arising out of injury to persons, properties or the environment or any and all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any regulatory law or requirement, (iii) a failure to comply fully with Applicable Law and (iv) Lessee's failure to perform any covenant, or Lessee's breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilities to the extent related to any Tax, the gross negligence or willful misconduct of Lessor or its affiliates or any assignment of this Lease Agreement by Lessor or the breach by Lessor of any covenant or agreement in this Lease Agreement. Lessee shall promptly deliver to Lessor (y) copies of any documents received from any agency of the federal government of the United States or any state, county or municipal environmental or health agency and (z) copies of any documents submitted by Lessee or any of its subsidiaries to any agency of the federal government of the United States or to any state, county or municipal environmental or health agency concerning the Equipment or its operation. (b) If a claim is made against Lessor involving one or more Liabilities and Lessor has notice thereof, Lessor shall promptly after receiving such notice give notice of such claim to Lessee; provided, that the failure to provide such notice shall not release Lessee from any of its obligations to indemnify hereunder, except to the extent Lessee is prejudiced as a result of such failure to give such notice in a timely fashion, or such failure results in an increase in the Liabilities payable hereunder, but only to the extent Lessee is so prejudiced or to the extent of such increase, as applicable, and no payment by Lessee to Lessor pursuant to this Section 22(b) shall be deemed to constitute a waiver or release of any right or remedy which Lessee may have against Lessor for any actual damages as a result of the following: failure by Lessor to give Lessee such notice. Lessee shall be entitled, at its sole cost and expense (aand acting through counsel reasonably acceptable to Lessor), (A) in any accidentjudicial or administrative proceeding that involves solely a claim for one or more Liabilities, injury to assume responsibility for and control thereof; (B) in any judicial or death administrative proceeding involving a claim for one or more Liabilities and other claims related or unrelated to the transactions contemplated by this Lease Agreement, to assume responsibility for and control of persons or loss such claim for Liabilities to the extent that the same may be and is severed from such other claims (and Lessor shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by Lessor with respect to judicial proceedings subject to the control of or damage Lessor and to property occurring inbe allowed, on or about the Property or any part thereof or on the adjoining sidewalksat Lessee's sole expense, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; to participate therein. (c) performance Lessor shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 22. Except during the continuance of an Event of Default, Lessor shall not (unless Lessor waives its right to be indemnified with respect to such Liability under this Section 22) enter into a settlement or other compromise with respect to any Liability without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed. Upon payment of any labor Liability pursuant to this Section 22, and provided no Event of Default is then continuing, Lessee, without any further action, shall be subrogated to any claims Lessor may have relating thereto. Lessor, at Lessee's expense, agrees to give such further assurances or services or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the furnishing of any materials or other property extent reasonably requested by Lessee. In the event that Lessee shall have paid an amount to Lessor pursuant to this Section 22, and Lessor subsequently shall be reimbursed in respect of such indemnified amount together with such other amounts, if any, relating to costs (including legal fees) incurred by Lessee related thereto from any other person (other than an insurance policy maintained by Lessor or its affiliates), Lessor shall, so long as no Event of Default has occurred and is continuing, promptly pay Lessee, but not before Lessee shall have made all payments then due to Lessor pursuant to this Section 22 and all other payments then due under this Lease Agreement, an amount equal to the Property or sum of (I) the amount of such reimbursement, including interest received attributable thereto, net of Taxes required to be paid by Lessor as a result of any part thereof; refund received and (dII) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender Tax savings realized by reason Lessor as a result of any alleged obligations or undertakings on its part payment by Lessor made pursuant to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”)sentence; provided, however, that Borrower Lessor shall not have be obligated to pay any obligation to Lender hereunder such amount to the extent that such Indemnified Liabilities arise from amount would exceed (i) the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction aggregate amount of all Indemnified Liabilities prior payments by Lessee to Lessor under this Section 22 in respect of such reimbursement (including any amount necessary for such payments to be on an after-tax basis) plus interest received and such other amounts, if any, relating to costs (including legal fees) incurred by LenderLessee related thereto and for which Lessor shall have been reimbursed less (ii) the aggregate amount of all prior payments by Lessor to Lessee pursuant to this Section 22 in respect of such reimbursement.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇ furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease or Ground Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts in accordance with this Agreement or the Cash Management Account or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Loan; or (h) any failure to pay recordation taxes, documentary stamp taxes, intangible personal property taxes or other costs and expenses as set forth in Section 17.2 hereof (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (2) with respect to an act and event first occurring or arising (I) after the date Mortgage Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure or deed-in-lieu of foreclosure of the Mortgage Loan or (II) following a foreclosure or assignment-in-lieu of the Loan or an Other Mezzanine Loan, except to the extent that such acts or events are the proximate result of acts or events that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer or were caused by Guarantor or any of its Affiliates; provided that Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after such transfer of ownership, was not the proximate result of events that first occurred prior to such transfer or ownership and was not caused by Guarantor or any of its Affiliates. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs Work or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall Borrowers shall, at their sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: following (and not attributable to the gross negligence, willful misconduct, bad faith or illegal acts of any Indemnified Party): (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instruments; and/or (collectively, g) the “holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds. Any amounts payable to Indemnified Liabilities”); provided, however, that Borrower Parties by reason of the application of this Section 12.1 shall not have any obligation to Lender hereunder to become immediately due and payable and shall bear interest at the extent that such Indemnified Liabilities arise Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by LenderParties until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses Liabilities imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of any Individual Property or the Property Collateral to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts in accordance with this Agreement or Accounts, the Reserve Accounts, the performance of the Required Work (as defined in the Mortgage Loan Agreement), the CIGNA Property Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee incurred or otherwise payable by any Borrower Party, Borrower Principal or Sponsor to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender and Trustee harmless the Indemnified Parties from and against against: (i) any and all Losses claims, by, through or under Borrower, for brokerage, leasing, finder’s or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed upon on or incurred by Lender or asserted against any Indemnified Parties and directly or indirectly arising out of or Trustee in any way relating to any one or more of connection with the following: (a) any accidentDebt, injury to or death of persons or loss of or damage to property occurring inthis Security Instrument, on or about the Property or any part thereof or on the adjoining sidewalksProperty, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of , or the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against exercise by Lender by reason or Trustee of any alleged obligations rights or undertakings on its part remedies granted to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with it under this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”)Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any). The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the preceding sentence may type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be unenforceable because it violates deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any law of the terms hereof or public policyto prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the maximum portion that it is permitted services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or law firm and any allocation charges and allocation costs of Lender’s in-house counsel.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property any Individual Properties or any part thereof; (d) any failure of the any Individual Property to be in material compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Work and Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender and Trustee harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingagainst: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (ei) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and demands whatsoever (ii) any and all liability, obligations, JPMORGAN CHASE BANK 38 losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against against, imposed on or incurred by Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable Trustee in connection with the funding of the Loan (collectivelyDebt, this Security Instrument, the “Indemnified Liabilities”)Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender's willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the preceding sentence may type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be unenforceable because it violates deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any law of the terms hereof or public policyto prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the maximum portion that it is permitted services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to "ATTORNEYS" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any attorney or law firm engaged by Lender and Lender's in-house counsel, and all references to "FEES AND EXPENSES" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or law firm and any allocation charges and allocation costs of Lender's in-house counsel.

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingagainst: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (ei) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and demands whatsoever (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against against, imposed on or incurred by Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyDebt, this Security Instrument, the “Indemnified Liabilities”)Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender's willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the preceding sentence may type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be unenforceable because it violates deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any law of the terms hereof or public policyto prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the maximum portion that it is permitted services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to "ATTORNEYS" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any attorney or law firm engaged by Lender and Lender's in-house counsel, and all references to "FEES AND EXPENSES" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or law firm and any allocation charges and allocation costs of Lender's in-house counsel.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in material compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder (i) to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (ii) that Borrower can prove both that such Indemnified Liabilities were caused solely by actions, conditions or events that occurred after the date that Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property and that such Indemnified Liabilities were not caused by the direct or indirect actions of Borrower, any Borrower Principal, Manager or any Affiliate of any of the foregoing. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower 118 (i) In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Landlord Indemnified Parties Parties”; each individually, a “Landlord Indemnified Party”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any the Landlord Indemnified Parties and directly (excluding any indirect, special, punitive or indirectly arising out consequential damages as provided in Section 41.3) by reason of or in any way relating to any one or more of the following: following (ain each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property Facility (or any part thereof thereof) or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property control of Tenant or adjacent parking areas, streets or waysany Subtenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect repair by Tenant of the Property Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Property to be in compliance with terms of this Lease; (iv) any applicable claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (evi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from any failure by reason Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (viii) any third-party claim asserted against Landlord as a result of Landlord being a party to the MLSA, so long as such claim does not result from Landlord’s actions; (ix) all amounts actually payable by a Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Existing Fee Mortgage Document as in effect as of the Commencement Date in the nature of indemnification as a result of any alleged obligations Tenant Securitization Certification being inaccurate and (x) any matter arising out of Tenant’s (or undertakings on its part to perform any Subtenant’s) management, operation, use or discharge any possession of the termsFacility or any business or other activity carried on, covenantsat, from or in relation to the Facility (including any litigation, suit, proceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, or, with respect to amounts payable by Tenant under the foregoing clause (ix), when such amounts become payable under the applicable Fee Mortgage Document, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or agreements contained in by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant or any Lease; Subtenant or any Subsidiary, as applicable (fincluding, without limitation, Manager or anyone acting by, through or 119 on behalf of Manager) the holding (whether or investing of the Reserve Accounts in accordance with this Agreement not they are negligent, intentional, willful or the performance of the Required Workunlawful), Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee shall be strictly attributable to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by LenderTenant.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (ec) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required WorkAccounts, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or 64 the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Except to the extent caused by the gross negligence, fraud, illegal acts or willful misconduct of the Indemnified Parties, each of Borrower shall and Operator shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, actual out-of-pocket costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages and foreseeable consequential damages, of whatever kind or nature (including but not limited to reasonable third party attorneys’ fees and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: following (without regard to cause or causes thereof, including pre-existing conditions, strict liability, or the negligence of any party or parties (including Lender or Trustee) whether such negligence be sole, joint or concurrent, or passive): (a) ownership of this Deed of Trust, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Debt, the Note, the Loan Agreement, this Deed of Trust, or any other Loan Documents (other than in connection with a securitization pursuant to Section 9.1 of the Loan Agreement), each to the extent required by Borrower or Operator; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust, the Loan Agreement, the Note or any of the other Loan Documents, each to the extent required by Borrower or Operator, whether or not suit is filed in connection with same, or in connection with Borrower or Operator, any Guarantor or any Indemnifying Person and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (be) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cf) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (dg) the failure of any Person to file timely with the Internal Revenue Service an accurate Form ▇▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (h) any failure of the Property to be in compliance with any applicable Legal Requirements; (ei) the enforcement by any Indemnified Party of the provisions of this Article 9; (j) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (gk) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower or Operator which may be payable in connection with the funding of the Loan (collectivelyLoan. Any amounts payable to Lender by reason of the application of this Section 9.1 shall become due and payable upon Lender’s written demand and delivery of reasonable backup documentation therefor, and any such amounts that are not paid when due and shall bear interest at the Default Rate from the date such amounts become due and payable until paid. For purposes of this Article 9, the term “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder Parties” has the meaning ascribed to the extent that such term “Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Person” in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by LenderLoan Agreement.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties (defined below) from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: following (a) any accident, injury to or death of persons or loss of or damage to property occurring in, in on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Laws; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding Borrower's breach of any term, covenant, condition, representation or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements warranty contained herein; or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, evidenced by the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation Note and secured by this Security Instrument. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligencedate loss or damage is sustained by Lender until paid. The term "Losses" shall mean any and all claims, illegal actssuits, fraud liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or willful misconduct nature (including but not limited to attorneys' fees and other costs of defense). The term "Indemnified Parties" shall mean (a) Lender. To , (b) any prior owner or holder of the extent that Note, (c) any servicer or prior servicer of the undertaking to indemnifyLoan, defend and (d) any Investor (defined below) or any prior Investor in any Participations (defined below), (e) any trustees, custodians or other fiduciaries who hold harmless set forth or who have held a full or partial interest in the preceding sentence may be unenforceable because it violates Loan for the benefit of any law Investor or public policyother third party, Borrower shall pay (f) any receiver or other fiduciary appointed in a foreclosure of other Creditors Rights Laws proceeding, (g) any officers, directors, shareholders, partners, members, employees, agents, servants, representatives, contractors; subcontractors, affiliates or subsidiaries of any and all of the maximum portion that it is permitted to pay foregoing, and satisfy under applicable law to (h) the payment heirs, legal representatives, successors and satisfaction assigns of any and all of the foregoing (including, without limitation, any successors by merger, consolidation or acquisition of all or a substantial portion of the Indemnified Liabilities incurred by LenderParties' assets and business), in all cases whether during the term of the Loan or as part of or following a foreclosure of the Loan.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds. Any amounts payable to Indemnified Parties by reason of the application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Indemnified Parties until paid. Notwithstanding the foregoing, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder indemnification obligations or liabilities to the extent Indemnified Parties under this Section 12.1 with respect to any Losses (i) that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law can prove to the payment and satisfaction of all the Indemnified Liabilities incurred Parties (determined in Indemnified Parties sole and absolute discretion) that arose after the date that Lender or its nominee acquired title to the Property (and in no event resulting from or relating to a condition existing or which may have existed prior to the date that Lender or its nominee acquired title to the Property), whether by Lenderforeclosure, exercise of power of sale, acceptance of a deed-in-lieu of foreclosure, or otherwise, and (ii) that were not the result of any act or negligence of Indemnitor or any of Indemnitor’s affiliates, agents or contractors.

General Indemnification. Borrower shall Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Indemnitees from and against any and all Losses losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for an Indemnitee) (collectively, “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties Indemnitee and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalkssidewalks , curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Mortgagee or any Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Ground Lease, the Operating Lease or any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, commission charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyLoan; provided that such indemnity shall not, the “Indemnified Liabilities”); providedas to any Indemnitee, however, that Borrower shall not have any obligation to Lender hereunder be available to the extent that such Indemnified Liabilities arise losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendersuch Indemnitee or (y) result from a claim brought by Mortgagor, any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if Mortgagor, any Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To Any amounts payable to an Indemnitee by reason of the extent that application of this Section 9.1 shall be immediately due and payable, shall constitute a portion of the undertaking to indemnify, defend Obligations and hold harmless set forth in shall bear interest at the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay Default Rate from the maximum portion that it date the Loss is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by Lenderan Indemnitee until paid.

General Indemnification. Borrower shall indemnifyWithout limiting any Indemnity contained in any other agreement between the Parties, defend and hold harmless Optionee will Indemnify the Indemnified Parties from and against any and all Losses imposed upon incurred in connection with or incurred by or asserted against any Indemnified Parties and arising directly or indirectly arising indirectly, in whole or in part, (i) out of or in City’s agreement to the terms and conditions of this Agreement; (ii) out of any way relating to any one or more of the following: (a) any accident, injury to injuries or death of persons or loss of any person or damage to of any property occurring in, on or about the Property which arise solely as a result of Optionee’s or any part thereof its agents' or on the adjoining sidewalks, curbs, adjacent property invitees' acts or adjacent parking areas, streets omissions; or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (diii) any failure by Optionee or its Agents or Invitees, as applicable, in the observation or performance of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, covenants or agreements contained in any Lease; (f) the holding or investing conditions of this Agreement. Optionee’s Indemnification obligations are enforceable regardless of the Reserve Accounts in accordance with active or passive negligence of the Indemnified Parties, and regardless of whether liability without fault is imposed or sought to be imposed on the Indemnified Parties. Optionee agrees to immediately defend the Indemnified Parties against any claims that are actually or potentially within the scope of the Indemnity provisions of this Agreement even if such claims may be groundless, fraudulent or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of false. The Indemnified Party against whom any commission, charge or brokerage fee to anyone claim is made which may be payable in connection with within the funding scope of the Loan (collectivelyIndemnity provisions of this Agreement shall provide notice to Optionee of such claim within a reasonable time after learning of such claim, and thereafter shall cooperate with Optionee in the “defense of such claim. Optionee’s obligation to defend shall arise at the time such claim is tendered to Optionee by the Indemnified Liabilities”)Parties and shall continue at all times thereafter until finally resolved; provided, however, that Borrower any failure to provide such notice shall not have affect Optionee’s obligations under any obligation to Lender hereunder such Indemnity provisions except to the extent that Optionee is materially prejudiced by such failure. Exclusion. Optionee will not be required to Indemnify the Indemnified Liabilities arise from Parties if such Losses are caused solely and directly by the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderany of the Indemnified Parties. To the extent that the undertaking to indemnify, defend and hold harmless Optionee’s Indemnification obligations set forth in this Agreement and Optionee’s releases, waivers, and discharges made in this Agreement will survive the preceding sentence may expiration or earlier termination of this Agreement as to any acts or omissions occurring prior to such date, provided that after Close of Escrow, Optionee’s Indemnification obligations under this Agreement will be unenforceable because it violates any law or public policy, Borrower shall pay subsumed in the maximum portion that it is permitted to pay and satisfy Indemnification obligations of Optionee under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by LenderGround Lease.

General Indemnification. Borrower and Maryland Owner shall jointly and severally indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses Liabilities imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of the any Individual Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or and (g) the payment of any commission, charge or brokerage fee incurred or otherwise payable by any Borrower Party to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that neither Borrower nor Maryland Owner shall not have any obligation to Lender hereunder with respect to the extent an Indemnified Liability that such Indemnified Liabilities arise (y) arises from the gross negligence, illegal acts, fraud or willful misconduct of Lender, or (z) is determined by a State or Federal court of competent jurisdiction to constitute a Servicing Claim. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower and Maryland Owner shall pay the maximum portion that it is they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses Liabilities imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of any Individual Property, the Property Mezzanine 1 Collateral or the Collateral to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts in accordance with this Agreement or Accounts, the Reserve Accounts, the performance of the Required Work (as defined in the Mortgage Loan Agreement), the CIGNA Property Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee incurred or otherwise payable by any Borrower Party, Borrower Principal or Sponsor to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Individual Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Individual Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Individual Properties or any part thereof; (d) any failure of the Property Individual Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required WorkAccounts, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnifyagrees to indemnify Lender and its directors, defend officers, employees and agents from, and hold each of them harmless against: (a) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any kind, including in tort, penalties and interest (collectively, "Losses") arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the Indemnified Parties from proceeds of the Loan, including, without limitation, the fees and against disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings; (b) any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in by reason of any way relating matter relating, directly or indirectly, to any one the Mortgages or more the ownership, condition, development, construction, sale, rental or financing of the following: (a) any accident, injury to Premises or death of persons or loss of or damage to property occurring in, on or about the Property Improvements or any part thereof (but excluding any such losses, liabilities, claims, damages or on expenses incurred solely by reason of the adjoining sidewalks, curbs, adjacent property gross negligence or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about willful misconduct of the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; party to be indemnified); (c) performance any and all Losses arising due to this Agreement or any documents, financial statements, reports, notices, schedules, certificates, statements or other writings furnished by or on behalf of any labor Borrower or services Mortgagors to Lender in connection with the negotiation of this Agreement or the furnishing of any materials other Transaction Documents or other property in respect the consummation of the Property transactions contemplated hereby, or required herein or by the other Transaction Documents to be furnished by or on behalf of Borrower or Mortgagors, containing any part thereofuntrue or misleading statement of a material fact or omitting a material fact necessary to make the statements herein or therein not misleading; or due to Borrower not disclosing to Lender in writing any fact which materially affects adversely or, so far as Borrower can now foresee, will result in a Material Adverse Effect; (d) any failure and all Losses due to violations of any requirement of any Governmental Authorities with respect to any of the Mortgaged Property to be in compliance with any applicable Legal Requirements; or the Improvements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason Losses arising out of any alleged failure of the Premises Documents to be in full force and effect, or any defaults (or events which with notice or the passage of time, or both, would constitute such a default) under any thereof or any failure to satisfy all conditions to the effectiveness and continuing effectiveness thereof required to be satisfied as of the date hereof; (f) any and all Losses arising due to (i) Borrower or any Mortgagor or fiduciary of Borrower or any Mortgagor having engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to subject Borrower, Mortgagors or any Person whom they have an obligation to indemnify under this Agreement to any tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA; (ii) Borrower or any Mortgagor or any ERISA Affiliate maintaining, contributing to or having any liability with respect to any plan subject to Title IV of ERISA or Section 412 of the Code, other than any Multiemployer Plan; (iii) Borrower or any Mortgagor or any ERISA Affiliate having incurred or being reasonably expected to incur any withdrawal liability within the meaning of Part I of Subtitle E of Title IV of ERISA to any Multiemployer Plan, or any liability under Title IV of ERISA upon the reorganization or termination of a Multiemployer Plan; (iv) any Employee Benefit Plan, other than any Multiemployer Plan, not being administered in accordance with its terms and in compliance with all applicable Laws, including any reporting requirements; (v) any Pension Plan intending to qualify under Section 401(a) or 401(k) of the Code failing to so qualify other than any Multiemployer Plan; (vi) Borrower or any Mortgagor having any liability for retiree medical or death benefits (contingent or otherwise) other than as required by Section 4980B of the Code; and (vii) any part of the funds being used by Borrower or any Mortgagor in satisfaction of their respective obligations under this Agreement and the other Transaction Documents constituting "plan assets" of any "employee benefit plan" within the meaning of ERISA or undertakings on its part to perform of any "plan" within the meaning of Section 4975(e)(1) of the Code, as interpreted by the Internal Revenue Service and the United States Department of Labor in rules, regulations, releases or discharge bulletins or as interpreted under applicable case law. The obligations of Borrower under this Section and under Section 3.01 shall survive the repayment of all amounts due under or in connection with any of the terms, covenants, or agreements contained in any Lease; (f) Transaction Documents and the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding termination of the Loan (collectively, only for the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to period ending on the extent that fifth anniversary of such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend repayment and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lendertermination.

General Indemnification. The Borrower shall indemnify, defend indemnify and hold the Lender and each of its directors, officers, employees, affiliates, attorneys and agents (collectively referred to herein as the "Lender Indemnitees") harmless the Indemnified Parties from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation, any expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Lender Indemnitee in connection with any investigation in connection with any such matter, whether or not any such Lender Indemnitee shall be designated a party thereto) which may be imposed upon or on, incurred by or asserted against such Lender Indemnities by any Indemnified Parties Person other than the Lender with which such Lender Indemnitee is affiliated (whether direct, indirect or consequential and directly whether based on any federal or indirectly state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement and any other Loan Documents, or in any way relating to any one THE SYMBOL `[***]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION act, event or more transaction related or attendant thereto; the making of the following: (a) any accidentLoan hereunder, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect management of the Property Loan (including any liability under federal, state or any part thereof; (d) any failure local environmental laws or regulations), and the use or intended use of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding proceeds of the Loan (collectively, the “"Indemnified Liabilities”Matters"); provided, however, that the Borrower shall not have any no obligation to any Lender hereunder Indemnitee under this Section 9.7 with respect to Indemnified Matters to the extent that such Indemnified Liabilities arise Matters were caused by or resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendera Lender Indemnitee. To the extent that the undertaking to indemnify, defend pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall pay contribute to the payment and satisfaction of all Indemnified Matters incurred by the Lender Indemnities the maximum portion that it which the Borrower is permitted to pay and satisfy under applicable law to law. This indemnification shall survive repayment by the payment Borrower of the Loan made under this Agreement, and satisfaction the termination of all Indemnified Liabilities incurred by Lenderthis Agreement without occurrence of the Closing Date.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including but not limited to attorneys’ fees and other costs of defense) (the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties (defined below) and directly or indirectly arising out of or in any way relating to any one or more of the followingfollowing which shall have occurred prior to the foreclosure of this Security Instrument (or delivery and acceptance of a deed in lieu of such foreclosure), except to the extent any of the following are attributable to the gross negligence or willful misconduct of an Indemnified Party: (a) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Security Instrument or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (b) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (bc) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cd) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (de) the failure of any Person other than an Indemnified Party to file timely with the Internal Revenue Service an accurate Form 1099 B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security Instrument is made; (f) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Laws; (eg) the enforcement by any Indemnified Party of the provisions of this Article 13; (h) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (fi) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment and/or non-payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, loan evidenced by the “Indemnified Liabilities”)Note and secured by this Security Instrument; provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.or

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required WorkAccounts, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “"Indemnified Liabilities”"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds. Any amounts payable to Indemnified Liabilities”); provided, however, that Borrower Parties by reason of the application of this Section 11.1 shall not have any obligation to Lender hereunder to become immediately due and payable and shall bear interest at the extent that such Indemnified Liabilities arise Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by LenderParties until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts provided same are held in accordance with this Agreement Permitted Investments or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Properties or any part thereof; (d) any failure of the Property Properties to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the Cash Management Account or the performance of the Required Work, Work or Additional Required Repairs or Additional Replacements Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To Lender or (2) with respect to an act and event first occurring or arising (I) after the extent that the undertaking to indemnifydate Borrower no longer owned fee (or leasehold, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.as