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 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 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 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, any Ground Lease 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 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 Properties (or any Individual Property, if applicable) solely with respect to those Properties which are no longer controlled by Borrower 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. 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 Administrative Agent 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 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 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 (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 LenderAdministrative Agent, Lenders 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 Administrative Agent or Lenders 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 Administrative Agent that such Losses were sustained by Administrative Agent and/or Lenders and shall bear interest at the Default Rate from the date that is ten (10) days after the date Borrower receives notice from Administrative Agent that such Losses were sustained by Administrative Agent or Lenders 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) Administrative Agent or Lender (or any purchaser at a foreclosure sale or Administrative Agent’s or Lender’s designee of a deed in lieu of foreclosure) actually acquired title to indemnifythe Property pursuant to a foreclosure of the Security Instrument or a deed in lieu of foreclosure of the Security Instrument that has not been set aside, defend rescinded or invalidated, whereby Borrower is no longer the owner of the Property and hold harmless set forth to the extent that such Indemnified Liabilities were not caused by the actions of Borrower or any Affiliate or agent of Borrower, or (ii) Mezzanine A Lender (or any purchaser at a foreclosure sale or Mezzanine A Lender’s designee of an assignment in lieu of foreclosure) actually acquired title to the direct ownership interests in Borrower pursuant to a foreclosure of the Pledge Agreement (as defined in the preceding sentence may be unenforceable because it violates Mezzanine A Loan Agreement) or an assignment in lieu of foreclosure of the Pledge Agreement (as defined in the Mezzanine A Loan Agreement) that has not been set aside, rescinded or invalidated, whereby Mezzanine A Borrower is no longer the 100% owner of Borrower and that such Indemnified Liabilities were not caused by the actions of Mezzanine A Borrower or any law Affiliate or public policyagent of Mezzanine A Borrower, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law or (iii) 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 payment direct ownership interests in Mezzanine A Borrower pursuant to a foreclosure of the Pledge Agreement (as defined in the Mezzanine B Loan Agreement) or an 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 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 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 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 (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. 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 shall shall, at its sole cost and expense, protect, defend, 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, 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. 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 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. (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 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 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. 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. 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 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. (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 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 (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 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 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 (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 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. 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 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 (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 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. 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 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 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. 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 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 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 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. 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. 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. 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 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. 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 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

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 any obligation to Lender hereunder except to the extent that such Indemnified Liabilities arise from arising out of the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderany 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 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 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 accidentSupplier and Buyer shall defend, indemnify, and hold each other harmless against all liability, loss, damage, and expense (including actual legal fees) resulting from injury to or death of persons any person (including injury to or death of their respective Agents) or loss of or damage to property occurring in, on tangible real or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent tangible personal property or adjacent parking areasthe environment, 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 liability, loss, damage, or expense was proximately caused by any act or omission by the party from whom indemnity is sought, or its Agents in connection with the gross negligenceprovision or use of the Service, illegal actsor which arose or is alleged to have arisen as a result of acts or omissions under this Agreement. (b) Supplier will defend, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold Buyer harmless set forth against all Losses resulting from third party claims that arise, or are alleged to have arisen, out of acts or omissions of Supplier or breach by Supplier of any term of this Agreement, provided that in its contracts with such third parties, Buyer has reasonably limited its liability to such third parties, for example, by excluding any liability for any loss of interest, profit or revenue or for any consequential, indirect, incidental, special, punitive or exemplary damages, and provided further that Supplier shall not be responsible for defending, indemnifying and holding Buyer harmless with respect to performance credits awarded Customers unless it participated in establishing the preceding sentence levels of such credits and the circumstances in which they would be awarded. The parties will work together to allocate liability for such performance credits with respect to Customers as of the Effective Date. (c) If Supplier fails to perform any of its obligations to third parties in connection with the Service, then Buyer shall have the right, in its sole discretion, to withhold out of any payment to Supplier (final or otherwise, and even though such payments have already been certified as due) such sums as are reasonably necessary or appropriate to protect Buyer against delay or loss against which it is entitled to be indemnified hereunder or to enable Buyer to assume the payment of claims of third parties. Any such withheld amount shall be applied by Buyer in such manner as may be unenforceable because it violates deemed reasonably necessary to secure such protection or satisfy such claims. All sums so applied shall be deducted from payments to Supplier. (d) Buyer's failure to withhold from its payments otherwise due hereunder, final or otherwise, a sum for any law of the above contingencies, even though such contingency has occurred at the time of such payment, shall not be construed as a waiver by Buyer of its rights with respect to such contingency. Neither the rights of Buyer to withhold and apply monies nor any exercise of, attempted exercise of, or public policy, Borrower omission to exercise such rights by Buyer shall pay the maximum portion that it is permitted create or place on Buyer any obligation of any kind to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderany third party.

General Indemnification. Borrower shall Mortgagors shall, at their 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 Indemnitees 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 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 Note and secured by this Security Instrument 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 (i) 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 (ii) result from a claim brought by any Mortgagor or 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 Mortgagor or such other 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 Mortgagee 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 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 LenderMortgagee 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 followingfollowing except to the extent caused solely by the illegal acts, fraud, gross negligence or willful misconduct 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 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, PILOT Lease and/or PILOT Document (as applicable); (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 ▇▇▇▇▇▇) 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 from application of this Section 12.1 shall be due and payable within ten (10) Business Days after demand, and if not timely paid, thereafter shall bear interest at 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 LenderDefault Rate 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 (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 (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder for the Indemnified Liabilities to the extent that such Indemnified Liabilities arise from solely caused by the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender. 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 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 Repairs, Replacements, 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, Lender’s Servicer (or any master, special or sub-servicer) or any of their respective 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 to the payment and satisfaction of all Indemnified Liabilities incurred by Lender. This Section 14.1 shall not apply to Taxes.

General Indemnification. Borrower Corporation and SSS shall indemnifyindemnify Sammarro if he was or is a party or is threatened to be made a party to any threatened, defend pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation to, an act by or in the right of SSS) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or SSS or is or was serving at the request of Corporation or SSS as a director, trustee, officer, employee, partner, joint venture partner, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and hold harmless the Indemnified Parties from amounts paid in settlement actually and against any and all Losses imposed upon or reasonably incurred by him in connection with such action, suit or asserted against any Indemnified Parties proceeding if he acted in good faith 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 a manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation or SSS , and, with respect to any applicable Legal Requirements; (e) criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which Sammarro shall have been adjudged to be liable to the Corporation or SSS unless, 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 only to the extent that, 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, Sammarro fairly and reasonably is entitled to be indemnified for such expenses. Expenses (including attorney's fees) incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall be paid by Corporation and SSS in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of Sammarro to repay such amount, unless it shall ultimately be determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud he is entitled to be indemnified by SSS or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth Corporation as authorized in the preceding sentence may sentences. The indemnification provided by this Section shall not be unenforceable because it violates deemed exclusive of any other rights to which Sammarro shall be entitled under the common law or public policythe General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws of Corporation or SSS or any agreement, Borrower vote of their respective shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall pay continue after the maximum portion that it is permitted to pay termination of this Agreement and satisfy under applicable law shall inure to the payment benefits of their heirs, executors and satisfaction administrators of all Indemnified Liabilities incurred by LenderSammarro.

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 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 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 any Indemnified Party, (ii) disputes among the Lenders, among Administrative Agent and the Lenders or among the Lenders or the Administrative Agent and any Mezzanine Lender. To , (iii) the extent that gross negligence, bad faith, illegal acts, fraud, willful misconduct or act outside the undertaking to indemnifyscope of authority of, 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 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 Lender’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 the applicable Mezzanine Borrower or assumes control of the applicable Borrower or Mezzanine 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 The Co-Borrowers shall indemnify, defend indemnify and hold each Bank, the Issuing Bank, the Agent and each of their directors, officers, employees, Affiliates, attorneys and agents (collectively referred to herein as the "Bank 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 actual and reasonable expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Bank Indemnitee in connection with any investigation, or discovery served upon such Bank Indemnitee, in connection with any such matter, whether or not any such Bank Indemnitee shall be designated a party thereto) which may be imposed upon or on, incurred by or asserted against such Bank Indemnitees by any Indemnified Parties Person other than the Bank with which such Bank 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, any term sheets or in commitment letters relating thereto, any way relating other Loan Documents, or any act, event or transaction related or attendant thereto; or to any one the making of Loans hereunder, or more the management of the following: Loans (a) including any accidentliability under federal, injury to state or death of persons local environmental laws or loss of regulations), the use 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 intended use of the Property or any part thereof; (d) any failure proceeds 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 Loans (collectively, the “"Indemnified Liabilities”Matters"); provided, however, that Borrower the Co-Borrowers shall not have any no obligation to Lender hereunder any Bank Indemnitee under this Section 10.8 with respect to Indemnified Matters to the extent that such Indemnified Liabilities arise Matters were caused by or resulted from (i) the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendera Bank Indemnitee as determined by a final non-appealable order of a court of competent jurisdiction or (ii) claims of Banks against other Banks or the Agent not attributable to any act or failure to act of any Co-Borrower and for which the Co-Borrowers otherwise have no liability hereunder. 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, Borrower the Co-Borrowers shall pay the maximum portion that it is permitted to pay and satisfy under applicable law contribute to the payment and satisfaction of all Indemnified Liabilities Matters incurred by Lenderthe Bank Indemnitees the maximum portion which the Co-Borrowers are permitted to pay and satisfy under Applicable Law. This indemnification shall survive repayment by the Co-Borrowers of all Loans made under this Agreement and the termination of this Agreement.

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 Other 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 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 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 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. 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 The Lessees jointly and severally agree, ----------------------- whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and to indemnify, defend protect, defend, save and hold keep harmless the Indemnified Parties each Indemnitee, on an After-Tax Basis, from and against against, any and all Losses Claims that may be imposed upon or on, incurred by or asserted against such Indemnitee (whether because of action or omission by such Indemnitee or otherwise), whether or not such Indemnitee shall also be indemnified as to any Indemnified Parties such Claim by any other Person and directly whether or indirectly arising out of not such Claim arises or accrues prior to any Closing Date or after the Lease Termination Date, in any way relating to any one or more of the following: arising out of: (a) any accidentof the Operative Documents or any of the transactions contemplated thereby, injury to and any amendment, modification or death of persons or loss of or damage to property occurring inwaiver in respect thereof; or (b) any Land, on or about the Property any Building 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; interest therein; (c) performance the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, (1) Claims or penalties arising from any violation of law or in tort (strict liability or otherwise), (2) latent or other defects, whether or not discoverable, (3) any Claim based upon a violation or alleged violation of the terms of any labor restriction, easement, condition or services or the furnishing of any materials covenant or other property in respect of the matter affecting title to any Leased Property or any part thereof; , (4) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by any Lessee pursuant to the Lease which are in effect at any time with respect to any Leased Property or any part thereof, (5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to any Leased Property resulting in any change or special assessments being levied against any Leased Property or any Claim for utility "tap-in" fees; (d) any failure the offer, issuance, sale or delivery of the Property to be in compliance with any applicable Legal RequirementsNotes; (e) the breach or alleged breach by any and all claims and demands whatsoever which may be asserted against Lender by reason Lessee of any alleged obligations representation or undertakings on its part to perform warranty made by it or discharge any of the terms, covenants, or agreements contained deemed made by it in any Lease; (f) the holding Operative Document 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 certificate required 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 delivered by 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.Operative Document;

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 “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 Reserve Funds; provided, however, provided that Borrower shall not have be required to indemnify an Indemnified Party for any obligation such Losses which arise due to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To Lender or any other Indemnified Party as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment nor shall Borrower be liable for any consequential, punitive, exemplary or special damages except to the extent that Lender is actually liable to a third party for the undertaking same. Any amounts payable to indemnifyIndemnified Parties by reason of the application of this Section 12.1 shall be due and payable upon ten (10) Business Days after written demand therefor from Lender and, defend and hold harmless set forth in if the preceding sentence may be unenforceable because it violates any law or public policysame is not paid within ten (10) Business Days from such written demand, Borrower shall pay bear interest at the maximum portion that it Default Rate from the date which is permitted to pay and satisfy under applicable law to ten (10) Business Days from such written demand until the payment and satisfaction of all Indemnified Liabilities incurred by Lenderdate such amounts have been 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 (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 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 and agents (collectively, the “Landlord Indemnified Parties Parties”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any a Landlord Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingParty by reason of: (ai) except to the extent caused solely as a result of such Landlord Indemnified Party’s gross negligence or willful misconduct, any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Leased Property or any part thereof or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or wayscontrol of Tenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about repair by Tenant of the Property or Leased Property; (iii) any part thereof or failure on the adjoining sidewalks, curbs, adjacent property part of Tenant to perform or adjacent parking areas, streets or wayscomply with any of the terms of this Lease; (civ) the non-performance of any labor or services or of the furnishing terms and provisions of any materials Property Document that Tenant is required to perform pursuant to this Lease and all existing and future subleases or management agreements of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement or Insurance Requirement, including all Gaming Regulations and any other payment or other property in obligations Tenant has with the Gaming Authorities; (vii) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect of to the Property Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant, including contractual obligations arising from any collective bargaining agreement; (dviii) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) 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 the acts or omissions of Tenant, including without limitation liens (A) being contested by reason Tenant pursuant to Article XII or (B) arising out of any alleged obligations or undertakings on its part failure by Tenant to perform its obligations hereunder or discharge under any of instrument or agreement affecting the termsFacility (or any part thereof); (ix) any litigation brought against Tenant, covenantsthe Leased Property, 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 a Landlord Indemnified Party in connection with the funding of the Loan (collectively, the “Leased Property for any reason other than such Landlord Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the Party’s gross negligence, illegal actsand (x) arising under any collective bargaining agreements affecting the Leased Property or the employees of Tenant, fraud including all amounts of withdrawal liability, in each case, whether incurred prior to, at, or willful misconduct following the Commencement Date. 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 Lender. To the extent that parties, and if not timely paid shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Overdue Rate from 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 date of such determination to the payment date of payment. Tenant, at its sole cost and satisfaction expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against a Landlord Indemnified Party. For purposes of all Indemnified Liabilities incurred this Article XXI, any acts or omissions of Tenant, or by Lenderemployees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

General Indemnification. Borrower To the maximum extent allowed by law, Subcontractor shall indemnify, defend and hold harmless the Indemnified Parties and defend Verus, its affiliates, subsidiaries, parent company, officers, managers, directors, agents, and employees, from and against any all claims, demands, losses, damages, costs, expenses, and all Losses imposed upon liability (legal, contractual, or incurred by otherwise), which arise from or asserted against any Indemnified Parties and directly or indirectly arising out of or are in any way relating to any one or more of the followingconnected with any: (ai) any accident, injury to or death of persons persons, including but not limited to employees of Verus or loss of or damage Subcontractor; (ii) injury to property occurring inor other interests of Verus, Subcontractor, or any third party; (iii) violation of a local, state, or federal common law, statute or regulation, including but not limited to environmental laws or regulations; or (iv) strict liability imposed by any law or regulation; (v) delay or failure to pay any lower-tier subcontractor, including but not limited to any demands for payment, invoices, or liens; or (vi) delay or failure to pay any employees, laborers, or other personnel of Subcontractor the compensation, monies, wages, benefits or other payment due or allegedly due; so long as such injury, violation, strict liability, or payment (as set forth in (i) - (vi) above) arises from pertains to, or relates to Subcontractor’s negligence, recklessness, or willful misconduct. Subcontractor shall, on Verus' request, defend any action, claim, 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 suit asserting a claim which might be in compliance with any applicable Legal Requirements; (e) any covered by this indemnity. Subcontractor shall pay all costs and all claims and demands whatsoever which expenses that may be asserted against Lender incurred by reason Verus in enforcing this indemnity, including reasonable attorney's fees. Limitation 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 LenderLiability. To the maximum extent that the undertaking to indemnifypermitted by applicable law, defend and hold harmless set forth in the preceding sentence may neither party shall 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 liable to the payment other party under any circumstances, whether in contract, tort, equity, or otherwise, for any indirect, incidental, special, consequential, punitive, or exemplary damages, even if such damages are foreseeable, and satisfaction regardless of all Indemnified Liabilities incurred by Lenderwhether or not either party has been advised of the possibility of such damages, including, but not limited to, loss of profits or unrecovered overhead and, commitments to third parties, such as subcontracts, rental or lease agreement(s), and personal services contracts.

General Indemnification. Borrower agrees upon demand to pay or reimburse Lenders for all liabilities, obligations and out-of-pocket expenses, including Lenders' Expenses and reasonable fees and expenses of counsel for Lenders from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any "work-out" in connection with the Loan Documents. Borrower shall indemnify, defend reimburse and hold Lenders, each of Lenders' partners, and each of their respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an "Indemnified Person") harmless the Indemnified Parties from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all Losses imposed upon costs and expenses whatsoever to the extent they may be incurred or incurred suffered by or asserted against such Indemnified Person in connection therewith (including reasonable attorneys' fees and expenses), fines, penalties (and other charges of any Indemnified Parties and directly or indirectly arising out of or in any way applicable Governmental Authority), licensing fees relating to any one item of Collateral, damage to or more loss of the following: use of property (a) any accidentincluding consequential or special damages to third parties or damages to Borrower's property), or bodily injury to or death of persons any person (including any agent or loss employee of Borrower) (each, a "Claim"), directly or damage indirectly relating to property occurring inor arising out of the use of the proceeds of the Loans or otherwise related to this Agreement, on or about the Property any other Loan Document or any part thereof transaction contemplated hereby or on thereby, 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 falsity of any labor representation or services warranty of Borrower or Borrower's failure to comply with the furnishing terms 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 any other Loan Document during the performance of the Required WorkTerm. The foregoing indemnity shall cover, Additional Required Repairs or Additional Replacements or without limitation, (gi) the payment of any commission, charge or brokerage fee to anyone which may be payable Claim in connection with the funding a design or other defect (latent or patent) in any item 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 equipment or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth product included in the preceding sentence may be unenforceable because it violates Collateral, (ii) any law Claim for infringement of any patent, copyright, trademark 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.other intellectual property right,

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. 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 claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, actual out-of-pocket 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 reasonable 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, unless solely caused by the gross negligence or willful misconduct of Mortgagee or to the extent that such Losses relate to the Property and arise after title to the Property has been transferred by foreclosure or deed in lieu of foreclosure: (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 Building Loan Note, the Building Loan Agreement, this Security Instrument, or any other Building Loan Documents; (c) any and all lawful action that may be taken by Mortgagee in connection with the enforcement of the provisions of this Security Instrument or the Project Loan Agreement or the Project Loan Note or any of the other Project Loan Documents, whether or not suit is filed in connection with same, or in connection with Mortgagor, any guarantor or indemnitor 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) any failure on the part of Mortgagor to perform or be in compliance with any of the terms of this Security Instrument; (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 ▇▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ 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 (following receipt of a written request therefor) 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 9; (k) 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; (fl) 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.the

General Indemnification. Borrower shall indemnifySeller indemnifies, defend defends and hold holds harmless the Indemnified Parties Purchaser, its successors and assigns, from and against any and all Losses imposed upon suits, claims, liabilities, counterclaims, actions, damages, penalties, losses, costs or incurred by expenses (including, without limitation, reasonable attorneys' fees, expenses and court costs) of any kind Purchaser shall suffer as a direct result of 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 accidentbreach by Seller of any warranty, injury to representation, covenant or death of persons agreement contained herein, in the Assignment and/or other document executed by Seller in connection herewith, or loss of or damage to property occurring incontained in any Transaction Document, 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 misrepresentation in, on or about the Property omission from, any statement, certificate, Exhibit, Schedule or other agreement, instrument or document prepared and delivered or to be delivered by Seller pursuant to this Agreement or any part thereof or on the adjoining sidewalksAssignment, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance any negligence of Seller or of any labor agent or services employee of Seller or the furnishing of any materials or other property warranty given by Seller in respect of the Property purchase, installation, delivery, maintenance and condition of any Equipment or any part thereof; other Collateral, (d) any failure of Taxes and any governmental charges, fees, fines or penalties whatsoever, levied against any Transaction and/or any Vehicle for any periods prior to the Property to be applicable Closing Date and not paid by Seller in compliance with any applicable Legal Requirements; the event Seller is liable for such Taxes, (e) any and all claims and demands whatsoever which may be asserted against Lender Transaction or Transaction Document being unenforceable by reason of the failure of Seller (or any alleged obligations predecessor-in-interest to Seller) to have qualified to do business or undertakings on its part to perform have any license or discharge permit required by any of the terms, covenantsstate or other governmental entity, or agreements contained in any Lease; (f) the holding failure of Seller to obtain required insurance coverage on the Equipment. Seller further indemnifies and holds harmless Purchaser and its successors and assigns from and against any and all liabilities (including interest and penalties) with respect to any Taxes required to be collected, in respect of any Transaction or investing any Equipment, after the Closing Date if such Taxes had not been collected by Seller prior to the Closing Date on reliance of any exemption being available or otherwise applicable and it is subsequently determined by Purchaser, and Purchaser shall deliver to Seller a letter explaining the basis for such determination, that either (i) no exemption certificate is available in the Transaction Files provided by Seller to Purchaser upon consummation of the Reserve Accounts in accordance with this Agreement or transactions contemplated hereunder and under the performance of the Required Workapplicable Assignment, Additional Required Repairs or Additional Replacements and no exemption certificate is obtainable from an Obligor, following Purchaser's reasonable commercial efforts to obtain same from such Obligor; or (gii) in Purchaser's reasonable judgment, such exemption is either not available or is otherwise improper or fraudulent under 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 Lendercircumstances.

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 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 and/or Regulatory 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; and/or (h) if Borrower voluntarily avails itself of the benefits of any Emergency Law or otherwise voluntarily exercises any right or option under any Emergency Law and any such Emergency Law either (A) permits a borrower to defer or otherwise elect not to pay any amounts as and when due under the Loan Documents or (B) prevents Lender, or requires Lender to forbear from, exercising any rights or remedies that Lender would otherwise have available under the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation Loan Documents and Legal Requirement but for the passage of an Emergency Law. 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. 100- 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. 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 Lender. To such Indemnitee or (y) result from a claim brought by 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 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 (in which case, if and to the extent that required by such judgment, any indemnification payments made by any Loan Party with respect to such losses, claims, damages, liabilities or related expenses shall be promptly reimbursed by the undertaking applicable Indemnitee(s)). Any amounts payable to indemnifyan Indemnitee by reason of the application of this Section 9.01 shall be immediately due and payable, defend shall constitute a portion of the 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 form 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 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 ▇▇▇▇▇▇) which may be payable in connection with the funding of the Loan Loan; 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 (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 any obligation to Lender be liable for Losses hereunder to the extent that such Indemnified Liabilities arise from Losses are caused the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderany Indemnified Party. To Any amounts payable to Indemnified Parties by reason of 110 the extent that application of this Section 12.1 shall become due and payable five (5) Business Days following Borr▇▇▇▇’▇ ▇eceipt of notice from Lender and shall thereafter 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 until paid.

General Indemnification. Except to the extent arising solely from the gross negligence or willful misconduct of any Indemnified Party, its agents or employees, 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. (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 in 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 preceding sentence may be unenforceable because it violates secured indebtedness, this Security Instrument, the Property, or any law part thereof, or public policyany 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 pay the maximum portion that it is permitted to pay indemnify, defend and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.hold Lender harmless

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 indemnified Liabilities incurred by Lender.