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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsAccount, 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 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 Properties 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 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 repair by Tenant of the Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge 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 termsFacility (including any litigation, covenantssuit, proceeding or agreements contained in any Lease; claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (f10) the holding Business Days after liability therefor is determined by a final non appealable judgment or investing settlement or other agreement of the Reserve Accounts or Parties, and if not timely paid shall bear interest at the Cash Management Account or Overdue Rate from the performance date of the Required Work or Additional Required 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 such determination to the extent that 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 Liabilities arise (1) from the gross negligenceParties. For purposes of this Article XXI, illegal acts, fraud any acts or willful misconduct omissions of Lender Tenant or (2) with respect to an act and event first occurring any Subtenant or arising (I) after the date Borrower no longer owned fee (or leaseholdany Subsidiary, as applicable) title to the Properties as a result , or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of a foreclosure Tenant or deed-in-lieu of foreclosure any Subtenant or (II) following a foreclosure or assignment-in-lieu of the Senior Mezzanine Loanany Subsidiary, as applicable; providedapplicable (whether or not they are negligent, howeverintentional, Borrower willful or unlawful), shall bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

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 Properties 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 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 repair by Tenant of the Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge under any of instrument or agreement affecting the terms, covenants, Facility (or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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”part thereof); provided, however, that Borrower shall not have and (viii) 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 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 third-party claim asserted against Landlord as a result of Landlord being a foreclosure party to the MLSA or deed-in-lieu of foreclosure 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 (II10) following days after liability therefor is determined by a foreclosure final non appealable judgment or assignment-in-lieu settlement or other agreement of the Senior Mezzanine LoanParties, 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; provided, howeveror by employees, Borrower 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 bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1x) from the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of Lender an Indemnified Person or (2y) with respect to an act and event any Losses first occurring or arising (I) after foreclosure of the date Borrower no longer owned fee (or leasehold, as applicable) title to lien of the Properties as a result of a foreclosure Loan Documents or deed-in-lieu of foreclosure such foreclosure, or (II) following a foreclosure Lender exercising any remedy which results in Lender or assignment-in-lieu 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. Any amounts payable to Lender by reason of the Senior Mezzanine Loan, as applicable; provided, however, Borrower application of this Section 12.1 shall become due and payable immediately after demand therefor by Lender and shall bear interest at the burden of proof to show that Default Rate from 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 date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred sustained by the Indemnified PartiesLender until paid.

General Indemnification. Borrower shall indemnifySeller and Servicer each hereby agrees to indemnify Purchaser (together with its officers, defend directors, agents, representatives, shareholders, counsel and hold harmless the employees, each, an “Indemnified Parties Party”) from and against any and all Losses imposed upon or incurred by or asserted against any claims, losses and liabilities (including, without limitation, reasonable and documented attorneys’ fees of one counsel) in an amount not to exceed the Repurchase Price (the “Indemnified Parties and directly or indirectly Amounts”) arising out of or in resulting from any way relating to any one or more of the following: (ai) the failure by Seller or Servicer to comply in any material respect with (A) any accidentapplicable law, injury rule or regulation with respect to the Purchased Receivable or death of persons or loss of or damage to property occurring in, on or about (B) the Properties Contract or any part thereof or on other contract with respect to the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysPurchased Receivable; (bii) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any Liens or encumbrances of any kind or nature whatsoever (other than those granted or acknowledged under this Agreement); (iii) the commingling by Seller or Servicer of Collections at any time with other funds of Seller, Servicer or any other Person; provided that the Purchaser acknowledges that the commingling of Collections Payments in the Sweep Account with other receivables of Seller from Account Debtor shall not constitute a breach or default under this Agreement; (iv) any usebona fide claim brought by any Person other than an Indemnified Party arising from Servicer’s collection activities, nonuse or condition in, on or about the 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 Properties or any part thereof; (dv) any failure Dispute or Dilution as a result of actions or omissions by Seller or Servicer to the Properties extent Seller has not already remitted payment to be in compliance with any Legal Requirements; (ePurchaser for such amounts, as appropriate, pursuant to Section 7(c) 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairshereof, or (gvi) any counterclaims, defenses, offsets, write-offs, recoupments, reductions, returns, fines, penalties or other allowances by Account Debtor that do not reasonably relate to the Purchased Receivable to the extent Seller has not already remitted payment to Purchaser for such setoff pursuant to Section 7(c) hereof. The foregoing indemnification shall not apply in the case of any commissionclaims, charge losses or brokerage fee liabilities to anyone which may be payable the extent resulting solely from the gross negligence, bad faith or willful misconduct of an Indemnified Party. Notwithstanding anything to the contrary herein, Seller shall not have liability to any Indemnified Party under this Section 8(b) for any Indemnified Amounts that consist of any: (A) punitive or exemplary damages or (B) remote, speculative, special, indirect or consequential damages or lost profits. Seller will have the right at any time to conduct and control the defense of, negotiate, settle or otherwise control any claims pursuant to this Section 8(b) and to select counsel of reasonable experience and expertise in connection with the funding relevant area(s) of the Loan (collectively, the “Indemnified Liabilities”)law implicated by such claims; provided, however, that Borrower if the defendants in any such action include both the Seller and the Purchaser and the Indemnified Parties shall not have any obligation reasonably concluded that there may be legal defenses available to Lender hereunder it or them and/or other Indemnified Parties that are different from or additional to those available to the extent Seller or that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 that joint representation of the Senior Mezzanine Loanparties would create an ethical conflict of interest for counsel, as applicable; provided, however, Borrower the Indemnified Party or parties shall bear have the burden of proof right to show that the event triggering liability hereunder first occurred after the elect to be represented by one separate counsel to assert such transfer of ownership. To the extent that the undertaking legal defenses and to indemnify, defend and hold harmless set forth otherwise participate in the preceding sentence may be unenforceable because it violates any law defense of such action on behalf of such Indemnified Party or public policyparties. Seller shall not, Borrower shall pay without the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction consent of all Indemnified Liabilities incurred by the Indemnified PartiesParty, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could reasonably have been a party and indemnity could reasonably have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party.

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 Properties or any part thereof Mortgaged Property 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 Properties or any part thereof Mortgaged Property 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 Properties 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 Properties to be in compliance comply with any 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 of any alleged obligations or undertakings on its part to perform or discharge any of the termsrequired, covenantsin Lender’s sole discretion, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 such a violation. Any Indemnified Liabilities payable to any of the Indemnified Parties because of 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 Indemnified Parties until paid. Borrower’s obligations and liabilities under this Section 11.01 will survive any termination, satisfaction or assignment of the Loan Documents and the exercise by Lender of any of its rights or remedies under the Loan Documents including, the acquisition of the Mortgaged Property by foreclosure or deed-in-a conveyance 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesevents occurring prior thereto.

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 Properties 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 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 repair by Tenant of the Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge under any of instrument or agreement affecting the terms, covenants, Facility (or agreements contained in any Leasepart thereof); (fviii) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 third-party claim asserted against Landlord as a result of Landlord being a foreclosure 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 deed-in-lieu of foreclosure any Subtenant’s) management, operation, use or (II) following a foreclosure or assignment-in-lieu possession of the Senior Mezzanine LoanFacility 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; provided, howeveror by employees, Borrower 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 bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

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 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 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 Properties or any part thereof; (d) any failure of the 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 or the Cash Management Account or the performance of the Required Work Work, Additional Required Repairs or Additional Required RepairsReplacements, 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 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties any Individual Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1x) from the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of Lender an Indemnified Person or (2y) with respect to an act and event any Losses first occurring or arising (I) after foreclosure of the date Borrower no longer owned fee (or leasehold, as applicable) title to lien of the Properties as a result of a foreclosure Loan Documents or deed-in-lieu of foreclosure 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 (IIor any Individual Property, if applicable) following a foreclosure solely with respect to those Properties which are no longer controlled by Borrower and solely with respect to actions, events or assignment-in-lieu conditions which are not caused by Borrower or any of its Affiliates. Any amounts payable to Lender by reason of the Senior Mezzanine Loan, as applicable; provided, however, Borrower application of this Section 12.1 shall become due and payable immediately after demand therefor by Lender and shall bear interest at the burden of proof to show that Default Rate from 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 date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred sustained by the Indemnified PartiesLender 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 Properties 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 Properties 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 Properties Property (or any part thereof) or the Collateral (or any part thereof); (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or any other Indemnified Party or (2y) with respect any consequential, punitive and special damages except to an act the extent paid to a third party. Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and event first occurring or arising payable on the date that is ten (I10) 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 longer owned fee 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 date that (i) Lender (or leasehold, as applicableany purchaser at a foreclosure sale or Lender’s designee of an assignment in lieu of foreclosure) actually acquired title to the Properties as a result of direct ownership interests in Borrower pursuant to a foreclosure of the Pledge Agreement or deed-in-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 Mortgage Borrower and that such Indemnified Liabilities were not caused by the actions of Borrower or any Affiliate or agent of Borrower, or (IIii) following Mezzanine B Lender (or any purchaser at a foreclosure sale or assignment-in-Mezzanine B Lender’s designee of an assignment in lieu of foreclosure) actually acquired title to the Senior direct ownership interests in Mezzanine Loan, A Borrower pursuant to a foreclosure of the Pledge Agreement (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 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 Legal Requirements to the payment and satisfaction of all such Indemnified Liabilities incurred were not caused by the Indemnified Partiesactions of Mezzanine B Borrower or any Affiliate or agent of Mezzanine B Borrower.

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 Properties 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 Properties 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 Properties Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1000-X, Xxxxxxxxx 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 Properties Property to be in compliance with any 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 demands by Borrower or the Cash Management Account any third parties, including any guarantor or the performance of the Required Work or Additional Required Repairs, 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 (1) 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 damage is sustained by Lender 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesuntil 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) from by reason of, and to the extent attributable to, the gross negligence, illegal acts, fraud or willful misconduct of the Indemnified Parties or Losses resulting from acts or omissions arising after a completed foreclosure of the Property of acceptance by Lender or (2) with respect of a deed in lieu of foreclosure. Any amounts payable to an act Indemnified Parties by reason of the application of this Section 12.1 shall become immediately due and event first occurring or arising (I) after payable and shall bear interest at the Default Rate from the date Borrower no longer owned fee (loss 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 damage is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by the Indemnified PartiesParties 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 Properties 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 Properties 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 Properties Property (or any part thereof) or the Collateral (or any part thereof); (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or any other Indemnified Party or (2y) with respect any consequential, punitive and special damages except to an act the extent paid to a third party. Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and event first occurring or arising payable on the date that is ten (I10) 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 longer owned fee 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 date that Lender (or leasehold, as applicableany purchaser at a foreclosure sale or Lender’s designee of an assignment in lieu of foreclosure) actually acquired title to the Properties as a result of direct ownership interests in Borrower pursuant to a foreclosure of the Pledge Agreement or deed-in-an assignment in lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Senior Pledge Agreement that has not been set aside, rescinded or invalidated, whereby Borrower is no longer the 100% owner of Mezzanine Loan, as applicable; provided, however, A Borrower shall bear the burden of proof to show and 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred were not caused by the Indemnified Partiesactions of Borrower or any Affiliate or agent of Borrower.

General Indemnification. Borrower shall (a) Each Stockholder, agrees jointly and severally, with each other Stockholder, except with respect to representations, warranties and covenants that are made by or agreed to by such Stockholder individually, with respect to which such Stockholder agrees with respect to himself only, to indemnify, defend and hold harmless the Indemnified Parties from Parent and against any Acquisition Sub and all Losses imposed upon or incurred by or asserted against any Indemnified Parties their respective officers, directors, employees, Affiliates 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 agents (collectively, the “Indemnified Liabilities”"Indemnitees") harmless from an amount equal to (x) a fraction, the numerator of which is the number of Shares and the denominator of which is the number of shares of Company Common Stock outstanding on the Closing Date multiplied by (y) the amount of all damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys' fees and expenses) ("Loss"), except with respect to failures of representations and warranties and breaches of covenants or agreements that are made by or agreed to by such Stockholder individually, with respect to which such Stockholder agrees to indemnify the Indemnitees from all Losses, suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) the failure of any representation or warranty made by any Stockholder in this Agreement, in any of the Transaction Documents or in any certificate or other instrument or document provided to Parent or Acquisition Sub pursuant to this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date (unless made as of another date), or (ii) any breach or alleged breach by any Stockholders of any of their covenants or agreements contained herein or therein, in each case, without giving effect to any "materiality", "knowledge" or similar qualifications; provided, however, that Borrower (1) the Stockholders shall not have any obligation to Lender hereunder indemnify Parent or Acquisition Sub from and against any Loss resulting from, arising out of, relating to, in the nature of, or caused by the breach of any such surviving representation or warranty or covenant of the Stockholders contained in this Agreement, any of the Transaction Documents, or any certificate delivered pursuant to this Agreement until Parent or Acquisition Sub have suffered Losses in excess of $200,000 in the aggregate (after which the Stockholders shall be obligated to indemnify Parent and Acquisition Sub from and against Losses only to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or they exceed $200,000); (2) with respect the aggregate amount to an act and event first occurring or arising (I) after the date Borrower no longer owned fee (or leasehold, as applicable) title be payable to the Properties as a result Indemnitees by the Stockholders for claims of a foreclosure or deed-in-lieu of foreclosure or (IIindemnification under this Section 8.2(a) following a foreclosure or assignment-in-lieu shall not exceed an amount equal to 25 percent of the Senior Mezzanine Loan, as applicableAcquisition Price; 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 Legal Requirements (3) all amounts payable to the payment and satisfaction of all Indemnified Liabilities incurred Indemnitees by the Indemnified Parties.Stockholders for claims for indemnification under this Section 8.2(a) shall be paid by delivery of shares of Parent Common Stock by the Escrow Agent pursuant to the terms of the Escrow Agreement and shall be borne pro rata by the Stockholders,

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsAccounts, 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 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 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 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 management of the Properties 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 Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) Matters were caused by or resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of a Lender 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 ownershipIndemnitee. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred law. This indemnification shall survive repayment by the Indemnified PartiesBorrower of the Loan made under this Agreement, and the termination of this Agreement without occurrence of the Closing Date.

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 Properties 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 Properties 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 Properties 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 Properties to be in compliance with Grantee (or any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 failure to do so will not have any obligation to Lender hereunder relieve Grantee, except to the extent that such Indemnified Liabilities arise (1) from the gross negligenceGrantee is materially prejudiced. Grantee must, illegal acts, fraud or willful misconduct of Lender 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 satisfaction of the Senior Mezzanine LoanState, as applicabledemonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status; provided(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, howeverwithout the State’s written consent (not to be unreasonably withheld), Borrower shall bear settle, compromise, or consent to the burden entry of proof any judgment in or otherwise seek to show that the event triggering liability hereunder first occurred after the such transfer of ownershipterminate 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. OPTION 2 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 Legal Requirements to neither party will indemnify the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesother party in such litigation.

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 Properties 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 Properties 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 Properties 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 Properties to be in compliance with Grantee (or any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 failure to do so will not have any obligation to Lender hereunder relieve Grantee, except to the extent that such Indemnified Liabilities arise (1) from the gross negligenceGrantee is materially prejudiced. Grantee must, illegal acts, fraud or willful misconduct of Lender 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 satisfaction of the Senior Mezzanine LoanState, as applicabledemonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status; provided(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, howeverwithout the State’s written consent (not to be unreasonably withheld), Borrower shall bear settle, compromise, or consent to the burden entry of proof any judgment in or otherwise seek to show that the event triggering liability hereunder first occurred after the such transfer of ownershipterminate 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 Legal Requirements to of the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesclaim.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 ownershipLender. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 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 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 Properties or any part thereof; (d) any failure of the 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsWork, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 ownershipany 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties any Individual Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work Work, Additional Required Repairs or Additional Required RepairsReplacements, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or its agents or representatives or, (2ii) with respect to an act 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 event first occurring or arising (Inot to any degree before) after Lender has taken possession of the date applicable Individual Property and Borrower is no longer owned fee (or leasehold, as applicable) title to the Properties as a result in possession 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 ownershipIndividual 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

General Indemnification. Borrower shall (a) 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 “Losses” (as such term is 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: (ai) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (bii) any use, nonuse or condition in, on or about the Properties Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ciii) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Premises or any part thereof; (div) any failure of the Properties Premises to be in compliance with any Legal Requirementsapplicable laws; (ev) any and all claims and claims, 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (gvi) 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 “Loans. Any amounts payable to Mortgagee or any other 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 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 Party by reason of the Senior Mezzanine Loan, as applicable; provided, however, Borrower application of this Paragraph shall become immediately due and payable and shall bear interest at the burden highest Default Rate 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 interest set forth in the preceding sentence may be unenforceable because it violates Notes from the date loss or damage is sustained by Mortgagee or such other Indemnified Party until paid. The term “Losses” shall mean any law and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or public policynature (including but not limited to attorneys’ fees and other costs of defense) (whether direct, Borrower shall pay indirect or consequential, and whether resulting from the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction simple negligence of all Indemnified Liabilities incurred by any of the Indemnified Parties). The term “Indemnified Parties” shall mean (1) Mortgagee, (2) Lenders, including any future owner or holder of any of the Notes, (3) any servicer or prior servicer of the Loans, (4) any participant or any prior participant in any portion of the Loans, (5) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Loans for the benefit of any participant or other third party, (6) any receiver or other fiduciary appointed in a foreclosure or other collection proceeding, (7) any officers, directors, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates or subsidiaries of any and all of the foregoing, and (8) the heirs, legal representatives, successors and assigns of any and all of the foregoing (including, without limitation, any successors by merger, consolidation or acquisition of all or a substantial portion of the Indemnified Parties’ assets and business), in all cases accruing during the term of the Loans.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 LeaseLease or any Property Document; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 Mortgage; (collectivelyg) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the “Indemnified Liabilities”); providedother Loan Documents, however(h) the use or intended use of the proceeds of the Loan and/or (i) the holding or investing of the funds on deposit in the Reserve Funds or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds, that Borrower shall not have any obligation to Lender hereunder except to the extent that such Indemnified Liabilities arise (1) arose from the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any amounts payable to Lender or (2) with respect to an act by reason of the application of this Section shall become immediately due and event first occurring or arising (I) after payable and shall bear interest at the Default Rate from the date Borrower no longer owned fee (loss 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 damage is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred sustained by the Indemnified PartiesLender 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of an Indemnified Party. Any amounts payable to Lender or (2) with respect to an act by reason of the application of this Section 12.1 shall become immediately due and event first occurring or arising (I) after payable and shall bear interest at the Default Rate from the date Borrower no longer owned fee (loss 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 damage is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred sustained by the Indemnified PartiesLender 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 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 Operating Lease or any Lease; or (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1x) 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 such Indemnitee or (2y) with respect result from a claim brought by any Mortgagor, any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if any Mortgagor, any Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Any amounts payable to an act Indemnitee by reason of the application of this Section 9.1 shall be immediately due and event first occurring or arising (I) after payable, shall constitute a portion of the Obligations and shall bear interest at the Default Rate from 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 Loss is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred sustained by the Indemnified Partiesan 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 by reason of (1i) from the gross negligence, bad faith, illegal acts, fraud or willful misconduct of Lender any Indemnified Party, (ii) disputes among the Lenders, among Administrative Agent and the Lenders or among the Lenders or the Administrative Agent and Mezzanine Lender, (2iii) the gross negligence, bad faith, illegal acts, fraud, willful misconduct or act outside the scope of authority of, any receiver appointed with respect to an act and event first occurring the Property, or arising (Iiv) after acts or omissions following the earlier to occur of (a) the date Borrower no longer owned fee on which Lender (or leaseholdits designee, as applicableassignee or agent, or any other Person) acquires title to the Properties as a result of a foreclosure or Property by deed-in-lieu of foreclosure or (II) following upon a foreclosure (public or assignment-in-lieu private), power of sale or other exercise of Lender’s remedies or (b) the Senior date on which Mezzanine LoanLender forecloses on the pledge given to Mezzanine Lender, as applicable; provided, howevertakes title to the interests of Mezzanine Borrower or assumes control of Borrower to the exclusion of Mezzanine Borrower (and for the avoidance of doubt, Borrower shall bear the burden of proof be liable with respect to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To any act taken, or omission, to the extent that the undertaking right to indemnify, defend vote or control such matter rests with Mezzanine Borrower). Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and hold harmless set forth in payable upon demand 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred sustained by the Indemnified PartiesLender until paid.

General Indemnification. Borrower shall indemnifyThe Seller and the Parent agree, defend jointly and severally, to indemnify and hold harmless the Indemnified Parties Buyer and its Affiliates and their respective directors, officers and employees (the "Buyer Indemnitees") 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any Legal Requirements; (eA) any and all claims payments, damages, claims, demands, losses, expenses, costs, obligations and demands whatsoever liabilities, including reasonable attorneys' fees, but excluding lost profits and consequential damages (collectively, "Damages"), which may be asserted against Lender or sustained or incurred by reason the Buyer Indemnitees in connection with, arising out of or related to (i) any inaccuracy in, misrepresentation, breach or alleged obligations or undertakings on its part to perform or discharge breach of any of the termsrepresentations, covenantswarranties, agreements, commitments, obligations, covenants or agreements contained in any Leaseconditions made by the Seller or the Parent hereunder; (fii) the holding or investing Excluded Liabilities; (iii) the failure of the Reserve Accounts transfer and assignment of the Acquired Assets from the Seller to the Buyer to cause the Buyer to acquire such title to the Acquired Assets as is represented and warranted by the Seller in this Agreement and the Disclosure Schedule, unless such failure is caused by the action of the Buyer; and (iv) any breach of any obligation arising under the Assumed Contracts on or prior to the Cash Management Account or Closing Date; and (B) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Buyer Indemnitees in connection with the enforcement of their respective rights hereunder. To the full extent permitted by law, the Seller and the Parent covenant on behalf of themselves and their Affiliates not to xxx any of the Buyer Indemnitees regarding any matters referenced in this Section 9.2. Notwithstanding the foregoing, the Seller and its Affiliates shall have the right to enforce the performance of the Required Work Buyer's covenants and obligations set forth in this Agreement or Additional Required Repairsthe other agreements contemplated hereby, 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 Seller or willful misconduct of Lender its Affiliate is a party thereto 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 otherwise entitled 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesbenefits thereunder.

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, reasonable attorneys’ fees and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: following (but excluding losses arising out of Lender’s gross negligence or willful misconduct): (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, and 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, or the Loan Agreement, or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, 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 to, or death of of, persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Borrower to perform or be in compliance with any of the terms of this Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx 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 Properties Property to be in compliance with any Legal Requirements; (ej) the enforcement by any Indemnified Party of the provisions of this Article 8; (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; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (gl) 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 (m) 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 (1) application of this Section 8.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2) with respect to an act and event first occurring or arising (I) after the date Borrower no longer owned fee is notified of such loss or damage until paid. For purposes of this Article 8, the term “Indemnified Parties” means Lender and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by this Security Instrument is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (or leaseholdincluding, but not limited to, participants in the Loan and investors in the Securities, as applicablewell as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan secured hereby for the benefit of third parties) title to as well as the Properties respective directors, officers, shareholders, partners, employees, representatives, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a result part of a foreclosure or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Senior Mezzanine LoanLoan including, as applicable; providedbut not limited to, howeverand any successors by merger, 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 consolidation or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction acquisition of all Indemnified Liabilities incurred by the Indemnified Partiesor a substantial portion of Lender’s assets and business).

General Indemnification. Borrower shall indemnify, defend The terms 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 conditions of the followingsecond paragraph of Section 7.07 of the Indenture regarding indemnification are hereby incorporated herein by reference, and are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein; provided the terms “Trustee” and “Indemnified Party” as used therein shall, solely for purposes herein, be replaced with the term “Indemnified Party” (as defined in this Security Instrument), the term “Indenture” as used therein shall, solely for purposes herein, be replaced with the term “Security Instrument”, and the term “Claims” as used therein shall, solely for purposes herein, be amended to exclude subsection (b) thereof and include: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any Legal RequirementsApplicable Laws; (e) any and all claims and demands whatsoever which may be asserted against Lender Mortgagee or any Secured Party 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 [(including the Ground Lease)]; or (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesSecured Obligations.

General Indemnification. The Borrower shall indemnifypay and indemnify the ----------------------- Bank, defend the Bank's parent company, and hold each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless the Indemnified Parties from and against any and all Losses imposed upon ------------------ liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or incurred by disbursements (including attorneys' fees and disbursements and the allocated costs of internal counsel) of any kind or asserted against nature whatsoever with respect to the execution, delivery, enforcement, performance, and administration of this Agreement and any Indemnified Parties other Credit Documents, or the transactions contemplated hereby and directly or indirectly arising out of or in any way relating thereby, and with respect to any one investigation, litigation, or more proceeding related to this Agreement, any violation of any Environmental Law by the following: Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (awhether actual or alleged) any accidentof a Hazardous Substance on, injury to or death of persons or loss of or damage to property occurring in, on under or about the Properties property or operations of or property leased to the Borrower or any part thereof of its Subsidiaries, any transportation from or on other off- site management of any Hazardous Substance generated or used by the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Properties Borrower or any part thereof or on the adjoining sidewalksof its Subsidiaries, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing loans and other extensions of any materials credit hereunder or other property in respect the use of the Properties proceeds thereof, whether or not any part thereof; Indemnified Person is a party thereto (d) any failure of all the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the termsforegoing, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 the Borrower shall not have any no obligation to Lender hereunder to the extent that such any -------- Indemnified Person with respect to Indemnified Liabilities arise (1) arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender or (2) with respect to an act such Indemnified Person. The agreements 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 obligations of the Senior Mezzanine Loan, as applicable; provided, however, Borrower under this Section shall bear survive the burden expiration or termination of proof the commitment to show that the event triggering liability extend credit 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by other obligations of the Indemnified PartiesBorrower hereunder.

General Indemnification. Borrower shall indemnifyhereby indemnifies Lender, defend its employees, agents and hold harmless the Indemnified Parties officers from and against any and all Losses imposed upon loss, expenses, charges, fees (including attorneys' fees) and liability and agrees to hold Lender and its employees, agents and officers harmless from any and all damages, costs, expenses, claims, demands, and liabilities which may be asserted or alleged in connection with or arising out of the Loan, the administration or enforcement of the Loan Documents or the exercise of any right under the Loan Documents (including, without limitation, in connection with or as a result of any sale, use, operation, lease, disposition or consumption of any of the Collateral as long as such is done in a commercially reasonable manner), whenever asserted, and for all reasonable expenses (including attorneys' fees) and all costs of compromise or settlement which may be incurred by Lender on account of or asserted against any Indemnified Parties and directly or indirectly arising out of or in connection with any way such claim, demand or obligation. The foregoing indemnity shall extend to claims, demands or obligations, and expenses relating thereto and costs of compromise or settlement thereof, but not to those resulting from the negligence or misconduct of any one indemnitee. In the event that any action or more proceeding is brought against Lender, its employees, agents or officers arising out of the following: (a) any accidentLoan, injury to the administration or death of persons or loss of or damage to property occurring in, on or about the 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding enforcement of the Loan (collectivelyDocuments or the exercise of any right under the Loan Documents, Borrower shall, upon notice from Lender, resist and defend such action or proceeding on behalf of Lender, its employees, agents and officers as applicable; provided that failure of such party to give such notice shall not relieve Borrower from any of its obligations under this Section unless such failure prejudices defense of such action or proceeding by Borrower. At its own expense, an indemnified party may employ separate counsel and participate in the “Indemnified Liabilities”); provideddefense. If employment of separate counsel is required because of a conflict of interest between Borrower and the indemnified party or between the indemnified parties, howeveror the failure of Borrower after receipt of notice to assume the defense, that then the indemnified parties may employ separate counsel at Borrower's expense. Borrower shall not have be liable for 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 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, settlement without its consent unless Borrower shall bear the burden have failed to perform any 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 its obligations under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesthis Section.

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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsAccount, 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 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 124 shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.

General Indemnification. The Borrower shall indemnifypay and indemnify the Bank, defend the Offshore Credit Providers, the Bank's parent company, and hold each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless the Indemnified Parties from and against any and all Losses imposed upon liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or incurred by disbursements (including attorneys' fees and disbursements and the allocated costs of internal counsel) of any kind or asserted against nature whatsoever with respect to the execution, delivery, enforcement, performance, and administration of this Agreement and any Indemnified Parties other Credit Documents, or the transactions contemplated hereby and directly or indirectly arising out of or in any way relating thereby, and with respect to any one investigation, litigation, or more proceeding related to this Agreement, any violation of any Environmental Law by the following: Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (awhether actual or alleged) any accidentof a Hazardous Substance on, injury to or death of persons or loss of or damage to property occurring in, on under or about the Properties property or operations of or property leased to the Borrower or any part thereof of its Subsidiaries, any transportation from or on other off-site management of any Hazardous Substance generated or used by the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Properties Borrower or any part thereof or on the adjoining sidewalksof its Subsidiaries, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing loans and other extensions of any materials credit hereunder or other property in respect the use of the Properties proceeds thereof, whether or not any part thereof; Indemnified Person is a party thereto (d) any failure of all the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the termsforegoing, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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”"INDEMNIFIED LIABILITIES"); provided, howeverPROVIDED, that the Borrower shall not have any no obligation to Lender hereunder to the extent that such any Indemnified Person with respect to Indemnified Liabilities arise (1) arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender or (2) with respect to an act such Indemnified Person. The agreements 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 obligations of the Senior Mezzanine Loan, as applicable; provided, however, Borrower under this Section shall bear survive the burden expiration or termination of proof the commitment to show that the event triggering liability extend credit 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by other obligations of the Indemnified PartiesBorrower and the Acceptable Subsidiaries hereunder.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 ownershipLender. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work Work, Additional Required Repairs or Additional Required RepairsReplacements, 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 sole and gross negligence, illegal acts, fraud or willful misconduct of Lender 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 ownershipany 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties any Individual Property or any part thereof; (d) any failure of the Properties any Individual Property to be in substantial 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 (a) arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2b) with respect to an act and event first arise solely from matters occurring after Lender or arising (I) after the date Borrower no longer owned fee (its designee 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 any subsequent purchaser of the Senior Mezzanine Loan, as applicable; provided, however, Borrower shall bear Loan or the burden Property takes possession of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownershipProperty or any portion thereof. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 Properties 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 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 repair by Tenant of the Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge under any of instrument or agreement affecting the terms, covenants, Facility (or agreements contained in any Leasepart thereof); (fviii) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 third-party claim asserted against Landlord as a result of Landlord being a foreclosure or deed-in-lieu of foreclosure or party to the MLSA, so long as such claim does not result from Landlord’s actions; (IIix) following all amounts actually payable by a foreclosure or assignment-in-lieu Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Existing Fee Mortgage Document as in effect as of the Senior Mezzanine LoanCommencement Date in the nature of indemnification as a result of any Tenant Securitization Certification being inaccurate and (x) 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, or, with respect to amounts payable by Tenant under the foregoing clause (ix), when such amounts become payable under the applicable Fee Mortgage Document, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable; provided, howeveror by employees, Borrower 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 bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

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 Senior Loan Agreement or the Senior Loan Note or any of the other Senior 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 Properties Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways, (e) 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; (bf) any use, nonuse or condition in, on or about the Properties or any part thereof or failure on the adjoining sidewalks, curbs, adjacent property part of Mortgagor to perform or adjacent parking areas, streets or waysbe in compliance with any of the terms of this Security Instrument; (cg) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (dh) any the failure of any person to file timely with the Properties to be in compliance with any Legal Requirements; (e) any Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and all claims and demands whatsoever Barter Exchange Transactions, 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable 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 funding recipient 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 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 proceeds 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.transaction

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 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 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 Properties or any part thereof; (d) any failure of the Properties 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 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 only to the extent that that, the court in which such Indemnified Liabilities arise (1) from action or suit was brought shall determine upon application that, despite the gross negligenceadjudication of liability, illegal acts, fraud or willful misconduct but in view of Lender or (2) with respect to an act and event first occurring or arising (I) after all 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 circumstances of the Senior Mezzanine Loancase, 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 he is entitled to be indemnified by SSS or Corporation 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 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 Legal Requirements shall inure to the payment benefits of their heirs, executors and satisfaction administrators of all Indemnified Liabilities incurred by the Indemnified PartiesSammarro.

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 Properties 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 Properties 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 Properties any Individual Property or any part thereof; (d) any failure of any Individual Property, the Properties 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 or Accounts, the Cash Management Account or Reserve Accounts, the performance of the Required Work or Additional (as defined in the Mortgage Loan Agreement), the CIGNA Property Required RepairsWork, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1x) 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 such Indemnitee or (2y) with respect 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. Any amounts payable to an act Indemnitee by reason of the application of this Section 9.1 shall be immediately due and event first occurring or arising (I) after payable, shall constitute a portion of the Obligations and shall bear interest at the Default Rate from 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 Loss is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred sustained by the Indemnified Partiesan Indemnitee until paid.

General Indemnification. Borrower Lessee shall indemnifypay, defend and shall indemnify and hold harmless the Indemnified Parties ----------------------- Lessor xxxx-xxxx 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 or in any way relating to any one or more of the followingrelated to: (a) any accidentthe Lease Documents, injury to (b) the manufacture, purchase, 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 death of persons or loss other disposition of or damage any other matter relating to property occurring in, on or about the Properties any Item of Equipment or any part or portion thereof (including, in each case and without limitation, latent or on other defects, whether or not discoverable, any claim for patent, trademark or copyright infringement) and any and all Liabilities in any way relating to or arising out of injury to persons, ________________________________________________________________________________ properties or the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Properties environment or any part thereof and all Liabilities based on strict liability in tort, negligence, breach of warranties or on the adjoining sidewalksviolations of any regulatory law or requirement, 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 Properties or any part thereof; a failure to comply fully with Applicable Law and (d) Lessee's failure to perform any failure of the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason covenant, or Lessee's breach of any alleged obligations representation or undertakings on its part to perform or discharge any of the termswarranty, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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”)hereunder; provided, however, that Borrower the foregoing indemnity -------- shall not have any obligation extend to Lender hereunder the Liabilities to the extent that such Indemnified Liabilities arise (1) resulting solely from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender Lessor. Lessee shall promptly deliver to Lessor (i) copies of any documents received from the United States Environmental Protection Agency or any state, county or municipal environmental or health agency and (2ii) with respect to an act and event first occurring copies of any documents submitted by Lessee or arising (I) after the date Borrower no longer owned fee (or leasehold, as applicable) title any of its subsidiaries to the Properties as a result of a foreclosure United States Environmental Protection Agency or deed-in-lieu of foreclosure to any state, county or (II) following a foreclosure municipal environmental or assignment-in-lieu of health agency concerning 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 Equipment or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.its operation

General Indemnification. Each Borrower shall indemnify, defend agrees to indemnify and hold harmless the Indemnified Parties each Lender from and against any and all Losses imposed upon claims, actions and suits whether groundless or incurred by or asserted otherwise, and from and against any Indemnified Parties and directly or indirectly all liabilities, losses, damages and expenses of every nature and character arising out of this Credit Agreement or in any way relating to any one or more of the following: other Loan Documents or the transactions contemplated hereby or thereby, including (a) any accidentactual or proposed use by the Borrowers of the proceeds of any of the Loans, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse Borrower entering into or condition in, on or about the Properties performing this Credit Agreement or any part thereof of the other Loan Documents or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance with respect to any Borrower and its properties and assets, the violation of any labor Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or services or the furnishing threatened release of any materials or other property in respect of the Properties Hazardous substances or any part thereof; action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (d) any failure including, but not limited to claims with respect to wrongful death, personal injury or damage to property), in each case including the reasonable fees and disbursements of counsel for the Properties to be in compliance with any 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 termsAgent, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable incurred in connection with the funding of the Loan (collectivelyany such investigation, the “Indemnified Liabilities”)litigation or other proceeding; provided, however, that Borrower the Borrowers shall not have any obligation to indemnify the Agent or the Lenders for any liabilities, losses, damages or other expenses (i) incurred in connection with any litigation commenced by any Borrower against the Agent or any Lender, or by the Agent or any Lender against any Borrower, which seeks enforcement of any rights hereunder or under any other Loan Document and is determined adversely to the Agent or the Lenders in a final non-appealable judgment or (ii) to the extent such liabilities, losses, damages or other expenses result directly from the Agent's or any Lender's gross negligence, fraud or willful misconduct. If, and to the extent that such Indemnified Liabilities arise (1) from the gross negligenceobligations of any Borrower under this ss.15 are unenforceable for any reason, illegal acts, fraud or willful misconduct of Lender or (2) with respect the Borrowers hereby agree 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 make the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiessuch obligations which is permissible under applicable law.

General Indemnification. Borrower shall indemnify, defend defend, and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities, and related reasonable documented out-of-pocket expenses (including Bank Expenses and the Indemnified Parties from reasonable documented out-of-pocket fees, charges, and against disbursements of any and all Losses imposed upon or incurred by or asserted against counsel for any Indemnified Parties and directly or indirectly Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) any accidentforegoing, injury to or death of persons or loss of or damage to property occurring inwhether based on contract, on or about the Properties tort, or any part thereof other theory, whether brought by a third party or on the adjoining sidewalksby Borrower, curbsand regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, adjacent property or adjacent parking areasas to any Indemnified Person, streets or ways; (b) any use, nonuse or condition in, on or about the 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 available to the extent that such Indemnified Liabilities arise (1) losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender or (2such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This section 11.3(a) shall not apply with respect to an act and event first occurring or Taxes other than Taxes that represent losses, claims, damages, etc. 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 deedfrom any non-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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTax claim.

General Indemnification. Borrower and Maryland Owner shall jointly and severally indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses Liabilities imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Properties any Individual Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsWork, or and (g) the payment of any commission, charge or brokerage fee incurred or otherwise payable by any Borrower Party to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that neither Borrower nor Maryland Owner shall not have any obligation to Lender hereunder with respect to the extent an Indemnified Liability that such Indemnified Liabilities arise (1y) arises from the gross negligence, illegal acts, fraud or willful misconduct of Lender Lender, or (2z) with respect is determined by a State or Federal court of competent jurisdiction 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 constitute 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 ownershipServicing Claim. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower and Maryland Owner shall pay the maximum portion that it is they are permitted to pay and satisfy under applicable Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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) the execution or delivery of this Agreement, any other Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby; (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 Properties Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) 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; (d) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (de) any failure of the Properties Property to be in compliance with any Legal RequirementsApplicable Law; (ef) any and all claims and demands whatsoever which may be asserted against Lender or Agent 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender or Agent) 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; (collectively, h) the “holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds. Any amounts payable to Indemnified Liabilities”); provided, however, that Borrower Parties by reason of the application of this Section 11.1 shall not have any obligation to Lender hereunder to become immediately due and payable and shall bear interest at the extent that such Indemnified Liabilities arise (1) Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender 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 ownershipdamage is sustained by Indemnified Parties until paid. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.Section 11.2

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 any one or more arising out of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring inpersons, on or about the 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 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 properties or the furnishing of any materials environment or other property in respect of the Properties or any part thereof; (d) any failure of the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any alleged obligations regulatory law or undertakings on its part requirement, (iii) a failure to comply fully with Applicable Law and (iv) Lessee's failure to perform or discharge any of the terms, covenantscovenant, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment Lessee's breach of any commissionrepresentation or warranty, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”)hereunder; provided, however, that Borrower the foregoing indemnity shall not have any obligation extend to Lender hereunder the Liabilities to the extent that such Indemnified Liabilities arise (1) from related to any Tax, the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender 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 (2y) 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 copies of a foreclosure or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu any documents received from any agency of the Senior Mezzanine Loanfederal government of the United States or any state, as applicable; providedcounty 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, however, Borrower shall bear county or municipal environmental or health agency concerning 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 Equipment or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesits operation.

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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsReplacements, 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 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 133 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 Properties 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 Properties 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 Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge under any of the terms, covenants, instrument or agreements contained in agreement affecting any LeaseFacility (or any part thereof); (fviii) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 third party claim asserted against Landlord as a result of Landlord having been a foreclosure or deed-in-lieu of foreclosure or party to the MLSA (IIas defined in the Amended Original CPLV Lease), so long as such claim does not result from Landlord’s actions; (ix) following all amounts actually payable by a foreclosure or assignment-in-lieu Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Original Fee Mortgage Document as in effect as of the Senior Mezzanine LoanCommencement Date in the nature of indemnification as a result of any Tenant Securitization Certification (as defined in the Amended Original CPLV Lease) being inaccurate; and (x) any matter arising out of Tenant’s (or 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 any 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; provided, howeveror by employees, Borrower 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 bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

General Indemnification. Borrower The Applicant agrees to pay all costs and expenses (including the reasonable fees and disbursements of counsel) incurred by the Bank in connection with the creation and enforcement of this Agreement and the other Credit Documents and the collection of all amounts payable hereunder and thereunder. All costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by the Bank (a) in all efforts made to enforce payment of any of the Obligations or effect collection of any Collateral, (b) in connection with the entering into, any modification, amendment, administration and enforcement of this Agreement or any other Credit Document, in connection with any issuance, amendment, extension or renewal of any Letter of Credit issued hereunder, in connection with any consents or waivers hereunder and in connection with any related agreements, documents and instruments, (c) in instituting, maintaining, preserving, enforcing and foreclosing on the Bank's security interest in or lien on any of the Collateral, whether through judicial proceedings or otherwise, (d) in defending or prosecuting any actions or proceedings arising out of or relating to the transactions of the Bank with the Applicant, and (e) in connection with any advice given to the Bank with respect to its rights and obligations under this Agreement, the Letters of Credit or any other Credit Documents, shall indemnifyall be part of the Obligations secured by the Collateral. The Applicant shall indemnify the Bank and its officers, defend directors, affiliates, employees and hold harmless agents (which indemnity shall survive the Indemnified Parties termination of this Agreement) from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed upon or on, incurred by by, or asserted against any Indemnified Parties and directly such indemnified party in any litigation, proceeding or indirectly investigation (including any limitation, any proceeding or investigation arising out of any environmental laws) instituted or in conducted by any way relating to any one governmental agency 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 Properties instrumentality or any part thereof other person 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable entity in connection with any Letter of Credit, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or any other Credit Document, whether or not the funding of the Loan (collectivelyBank is a party thereto, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder except to the extent that such Indemnified Liabilities arise (1) from any of the foregoing arises out of the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender or such indemnified party (2) with respect to an act as determined by a court of competent jurisdiction by final 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 deednon-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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesappealable judgment).

General Indemnification. Borrower The Company shall indemnify, defend pay and hold indemnify each Bank-Related Person harmless the Indemnified Parties from and against any and all Losses imposed upon liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or incurred by disbursements (including Attorney Costs) of any kind or asserted against nature whatsoever with respect to the execution, delivery, enforcement, performance, and administration of this Agreement and any Indemnified Parties other Loan Documents, or the transactions contemplated hereby and directly or indirectly arising out of or in any way relating thereby, and with respect to any one investigation, litigation, or more proceeding related to this Agreement, any violation of any environmental law by the following: Company or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (awhether actual or alleged) any accidentof a hazardous substance on, injury to or death of persons or loss of or damage to property occurring in, on under or about the Properties property or operations of or property leased to the Company or any part thereof of its Subsidiaries, any transportation from or on other off-site management of any hazardous substance generated or used by the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Properties Company or any part thereof or on the adjoining sidewalksof its Subsidiaries, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing loans and other extensions of any materials credit hereunder or other property in respect the use of the Properties proceeds thereof, whether or not any part thereof; Bank-Related Person is a party thereto (d) any failure of all the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the termsforegoing, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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”"INDEMNIFIED LIABILITIES"); provided, howeverPROVIDED, that Borrower the Company shall not have any no obligation to Lender hereunder to the extent that such any Bank-Related Person with respect to Indemnified Liabilities arise (1) arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender or (2) with respect to an act such Bank-Related Person. The agreements 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 obligations of the Senior Mezzanine Loan, as applicable; provided, however, Borrower Company under this Section shall bear survive the burden expiration or termination of proof the commitment to show that the event triggering liability extend credit 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by other obligations of the Indemnified PartiesCompany hereunder.

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 reasonable attorneys' fees and other costs of defense) (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 (excluding Losses incurred by any Indemnified Party as a result of any Indemnified Party's wilful misconduct or gross negligence or those arising solely from a state of facts that first comes into existence after Lender or a third party acquires title to the Property through foreclosure or deed in lieu thereof or the exercise of any other right or remedy and not caused by Borrower): (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, the Loan Agreement or the Other Security Documents, whether or not suit is filed in connection with same, or in connection with Borrower and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 Properties Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) 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; (d) any failure on the part of Borrower to perform or be in compliance with any of the terms of this Security Instrument; (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (df) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the 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; (g) any failure of the Properties Property to be in compliance with any Legal RequirementsApplicable Laws; (eh) the enforcement by any Indemnified Party of the provisions of this Article 13; (i) 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (gj) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan loan evidenced by the Note and secured by this Security Instrument; or (collectivelyk) any misrepresentation made by Borrower in this Security Instrument or any Other Security Document. Any amounts payable to Lender by reason of the application of this Section 13.1 shall become due and payable within ten (10) days written notice therefor and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Article 13, the “term "Indemnified Liabilities”); providedParties" means Lender and any person or entity who is or will have been involved in the origination of this loan, howeverany person or entity who is or will have been involved in the servicing of this loan, that Borrower shall any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in this loan (including, but not limited to, Participants and each Co-Lender (as defined in the Loan Agreement) as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in this loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any obligation and all of the foregoing (including but not limited to Lender hereunder to any other person or entity who holds or acquires or will have held a participation or other full or partial interest in this loan or the extent that such Indemnified Liabilities arise (1) from Property, whether during the gross negligence, illegal acts, fraud term of this loan or willful misconduct of Lender 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 part of a foreclosure or deed-in-lieu of foreclosure or (II) following a foreclosure of this loan and including, but not limited to, any successors by merger, consolidation 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 Legal Requirements to the payment and satisfaction acquisition of all Indemnified Liabilities incurred by the Indemnified Partiesor a substantial portion of Lender's assets and business).

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any Legal applicable Governmental Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender any of the Indemnified Parties by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 an Indemnified Party hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender 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 ownershipIndemnified 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.

General Indemnification. Borrower (i) Indemnification for the Benefit of the Company and the Purchaser by the Sellers. Following the Closing, the Sellers, jointly and severally, shall indemnifyindemnify the Purchaser and its members, defend officers, directors, employees, agents, representatives, successors and permitted assigns and the Company (collectively, the "Seller Indemnified Parties") and save and hold each of them harmless the against and pay on behalf of or reimburse such Seller Indemnified Parties from as and against when incurred for any direct or indirect loss, liability, demand, claim, action, cause of action, cost, damage (excluding consequential damages and all Losses imposed upon damages for lost profits), deficiency, Tax, penalty, fine or incurred by expense, whether or asserted against any Indemnified Parties and directly or indirectly not arising out of third party claims (collectively, "Losses"), which any such Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in any way connection with, relating or incidental to any one or more of the followingby virtue of: (a) any accidentfacts or circumstances which constitute a breach of any representation or warranty of the Company or the Sellers under this Agreement, injury or in any of the certificates or other instruments or documents furnished by the Company or the Sellers pursuant to or death of persons or loss of or damage to property occurring in, on or about the Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthis Agreement; (b) any usenonfulfillment or breach of any covenant, nonuse agreement or condition in, on other provision by the Company or about the Properties Sellers under this Agreement required to be performed or any part thereof complied with by the Company or on the adjoining sidewalks, curbs, adjacent property Sellers at or adjacent parking areas, streets or waysprior to the Closing; (c) performance any nonfulfillment or breach of any labor or services or the furnishing of any materials covenant, agreement or other property in respect of provision by the Properties Sellers under this Agreement required to be performed or any part thereofcomplied with by the Sellers after the Closing; or (d) any failure of claim by any Person (other than the Properties to be in compliance Purchaser) with any 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, covenantsrespect to, or agreements contained in arising as a result of, any Lease; (f) Acquisition Proposal or Third Party Acquisition proposed prior to the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 Closing Date. If and to the extent that such Indemnified Liabilities arise (1) from the gross negligenceany provision of this Section 9B is unenforceable for any reason, illegal acts, fraud or willful misconduct of Lender or (2) with respect each Seller hereby agrees 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 make the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements contribution to the payment and satisfaction of all Indemnified Liabilities incurred by any Loss for which indemnification is provided for in this Section 9B which is permissible under applicable Laws. Notwithstanding anything contained herein, in no event shall the Indemnified PartiesCompany be required to provide indemnification or contribution for any obligation of the Sellers under this Section 9B(i).

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work Work, Additional Required Repairs or Additional Required RepairsReplacements, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of 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 Lender is actually liable to a third party for the same. Any amounts payable to Indemnified Parties by reason of the application of this Section 12.1 shall be due and payable upon ten (210) with respect to an act and event first occurring or arising Business Days after written demand therefor from Lender and, if the same is not paid within ten (I10) after Business Days from such written demand, shall bear interest at the Default Rate from the date Borrower no longer owned fee which is ten (or leasehold, as applicable10) title to Business Days from such written demand until 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 date 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesamounts have been paid.

General Indemnification. Individual Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless harmless, or cause to be protected, defended, indemnified, released and held harmless, the Indemnified Parties (hereinafter defined) 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 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, except to the extent arising out of the gross negligence, illegal acts, bad faith, fraud or willful misconduct of such Indemnified Party: (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 Individual Borrower, any other Borrower, and/or any guarantor or indemnitor of the Loan becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to to, or death of of, persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Individual Borrower or any other Borrower, to perform or be in compliance with any of the terms of this Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (dh) any the failure of the Properties to be in compliance with any Legal Requirements; (e) Borrower or 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.of

General Indemnification. Borrower shall indemnify, defend hereby agrees to indemnify and hold Lender harmless the Indemnified Parties from and against any and all Losses claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (collectively "Claim" or "Claims") of any kind or nature whatsoever, asserted by any party other than Borrower, or with respect to Borrower only as otherwise provided in this Agreement or pursuant to applicable law regarding Lender's obligations to Borrower, which may be imposed upon or on, incurred by or asserted against Lender, or any Indemnified Parties and directly of its officers, directors, employees or indirectly agents (including accountants, attorneys or other professionals hired by Lender, provided that Borrower shall not indemnify Lender for Claims arising out of or an act of malpractice by such professionals) 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding arising out of the Loan Documents or any action taken or omitted by Lender, or any of its officers, directors, employees or agents (collectivelyincluding accountants, the “Indemnified Liabilities”); providedattorneys or other professionals hired by Lender, however, provided that Borrower shall not have any obligation to indemnify Lender hereunder for Claims arising out of an act of malpractice by such professionals) under the Loan Documents, except to the extent such indemnified matters are finally found by a court to have been caused by Lender's gross negligence or wilful misconduct. Notwithstanding the foregoing, Borrower indemnification of Lender shall not apply to any Claim or Claims that such Indemnified Liabilities arise (1) solely from the gross negligence, illegal acts, fraud action or willful misconduct actions of Lender 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

General Indemnification. Each Borrower shall indemnifyagrees to indemnify to the fullest extent permitted by law the Administrative Agent, defend the Banks and hold harmless each Affiliate thereof and their respective directors, officers and employees (each such Person, together with the Administrative Agent and the Banks, an “Indemnified Parties Party”) from and against any and all Losses imposed upon losses, liabilities, claims or incurred by or asserted against damages (and any related reasonable and documented legal fees and disbursements of counsel and costs of investigations) to which any Indemnified Parties and directly Party may become subject, insofar as such losses, liabilities, claims or indirectly arising damages arise out of or in result from (i) any way actual or proposed use by such Borrower of the proceeds of the Loans or breach by such Borrower of the Loan Documents to which it is a party or (ii) any investigation, litigation, arbitration or other proceeding (including any threatened investigation or proceeding), whether or not such Borrower and/or any Indemnified Party is a party thereto, relating to the foregoing, and such Borrower shall reimburse such Indemnified Party upon demand for any one or more reasonable and documented expenses (including any legal fees and fees of the following: (aengineers, environmental consultants and similar technical personnel) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable incurred in connection with any such investigation or proceeding (but excluding any such losses, liabilities, claims, damages or expenses found in a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s breach in bad faith of its obligations hereunder or from the funding gross negligence or willful misconduct of such Indemnified Party). Each Indemnified Party will give the applicable Borrower reasonably prompt notice of the Loan (collectively, the “Indemnified Liabilities”)commencement of any action or proceeding as to which it is entitled to indemnification hereunder; provided, however, that Borrower the failure of any Indemnified Party to give any such notice shall not have any obligation to Lender hereunder relieve such Borrower from its obligations hereunder, except to the extent that such Borrower has been materially prejudiced by such failure. In no event shall any Indemnified Liabilities arise (1) from Party be liable for any special, indirect, consequential or punitive damages in connection with this Agreement, the gross negligenceNotes, illegal acts, fraud the Loans or willful misconduct the use of Lender 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesproceeds thereof.

General Indemnification. Except to the extent caused by the gross negligence, fraud, illegal acts or willful misconduct of the Indemnified Parties (defined below), Individual Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties (hereinafter defined), from and against any and all Losses claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable damages, of whatever kind or nature (including, but not limited, to reasonable attorneys’ fees of outside counsel 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, each to the extent required or requested by Borrower; (c) any and all lawful action that may be taken by Agent 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 Individual Borrower, any other Borrower, 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 to, or death of of, persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Individual Borrower or any other Borrower to perform or be in compliance with any of the terms of this Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (dh) the failure of any Borrower or Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx 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 Properties Property to be in compliance with any Legal Requirements; (ej) 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.the

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work Work, Additional Required Repairs or Additional Required RepairsReplacements, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal 129 Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend defend, and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities, and related reasonable and documented out-of-pocket expenses (including Bank Expenses and the Indemnified Parties from reasonable and against documented out-of-pocket fees, charges, and disbursements of any and all Losses imposed upon or incurred by or asserted against counsel for any Indemnified Parties and directly or indirectly Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) any accidentforegoing, injury to or death of persons or loss of or damage to property occurring inwhether based on contract, on or about the Properties tort, or any part thereof other theory, whether brought by a third party or on the adjoining sidewalksby Borrower, curbsand regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, adjacent property or adjacent parking areasas to any Indemnified Person, streets or ways; (b) any use, nonuse or condition in, on or about the 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 available to the extent that such Indemnified Liabilities arise (1) losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender or (2such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This Section 11.3(a) shall not apply with respect to an act and event first occurring or Taxes, other than any Taxes that represent losses, claims, damages, etc. 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 deedfrom any non-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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTax claim.

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 Properties 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 Properties 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 Properties any Individual Property or any part thereof; (d) any failure of any Individual Property, the Properties Mezzanine 1 Collateral or the Collateral to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts or Accounts, the Cash Management Account or Reserve Accounts, the performance of the Required Work or Additional (as defined in the Mortgage Loan Agreement), the CIGNA Property Required RepairsWork, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties for, 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 and directly or indirectly arising out of or in any way relating to any one or more of the following, except to the extent the following relate solely to an Indemnified Party’s gross negligence or willful misconduct: (a) any Event of Default; (b) 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, 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; (c) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (bd) any use, nonuse or condition in, on or about the 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 Properties Property or any part thereof; (de) any failure on the part of Borrower to perform or be in compliance with any of the terms of this Security Instrument; (0 the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the 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; (g) any failure of the Properties Property to be in compliance with any Legal RequirementsApplicable Laws; (eh) the enforcement by 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 Indemnified Party of the terms, covenants, or agreements contained in any Leaseprovisions of this Article 11; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (gi) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan; (j) any misrepresentation made by Borrower in this Security Instrument or any other Loan Document; or (collectivelyk) any other transaction arising out of or in any way connected with the Property or the Loan. Any amounts payable to Lender by reason of the application of this Section 11.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Article 11, the term “Indemnified Liabilities”); provided, however, that Borrower shall not Parties” means Lender and any person or entity who is or will have any obligation to Lender hereunder to been involved in the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 origination 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 any person or entity who is or will have been involved in the preceding sentence servicing of the Loan, any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded and persons and entities who may be unenforceable because it violates any law hold or public policyacquire or will have held a full or partial interest in the Loan, Borrower shall pay including, but not limited to, custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLoan.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) arising from the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of an Indemnified Person. Any amounts payable to Lender or by reason of the application of this Section 12.1 shall become immediately due and payable and, to the extent not paid within five (25) with respect to an act and event first occurring or arising (I) after Business Days of Lender’s demand therefor, shall bear interest at the Default Rate from the date Borrower no longer owned fee (loss or leaseholddamage is sustained by Lender until paid. This Section 12.1 shall not apply to any Taxes, as applicable) title other than Taxes than represent Losses attributable to the Properties as a result of a foreclosure or deednon-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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTax claims.

General Indemnification. Borrower In connection with any ----------------------- registration or qualification of the Registrable Securities under this Agreement, (i) the Company shall indemnify, defend indemnify and hold harmless each of the Indemnified Parties from Holders, including but not limited to each Person, if any, who controls a Holder within the meaning of Section 15 of the Act, against all losses, claims, damages, liabilities and expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any and all Losses imposed upon claim) to which a Holder or incurred by such controlling person may become subject under the Act, the Exchange Act or asserted against any Indemnified Parties and directly or indirectly arising otherwise, insofar as the same arise out of or in are based upon or are caused by any way relating to any one untrue statement or more alleged untrue statement 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 a material fact contained in any Lease; Registration Statement or Prospectus (fas amended or supplemented if the Company shall have furnished any amendments or supplements thereto) furnished pursuant to this Agreement or insofar as the holding same arise out of or investing are based upon or are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were based upon or were caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon written information furnished to the Reserve Accounts Company by or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment on behalf of any commissionHolder or any such control person for inclusion in any Registration Statement or Prospectus (and any amendments or supplements thereto), charge and (ii) each Holder, severally and not jointly, shall indemnify the Company, its affiliates, any person who signed any Registration Statement, and their respective officers, directors and control persons against all such losses, claims, damages, liabilities and expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) insofar as the same are ultimately determined to have arisen out of 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 were based upon or were caused by any obligation to Lender hereunder such untrue statement or alleged untrue statement or any such omission or alleged omission based upon written information furnished to the extent that Company by or on behalf of such Indemnified Liabilities arise Holder or any such control person for the inclusion in any Registration Statement or Prospectus (1) from the gross negligence, illegal acts, fraud and any amendments or willful misconduct of Lender 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiessupplements thereto).

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 Properties 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 Properties 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 Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge under any of the terms, covenants, instrument or agreements contained in agreement affecting any LeaseFacility (or any part thereof); (fviii) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 third party claim asserted against Landlord as a result of Landlord having been a foreclosure or deed-in-lieu of foreclosure or party to the MLSA (IIas defined in the Amended Original CPLV Lease), so long as such claim does not result from Landlord’s actions; (ix) following all amounts actually payable by a foreclosure or assignment-in-lieu Landlord Indemnified Party to any Fee Mortgagee Securitization Indemnitee under any Original Fee Mortgage Document as in effect as of the Senior Mezzanine LoanCommencement Date in the nature of indemnification as a result of any Tenant Securitization Certification (as defined in the Amended Original CPLV Lease) being inaccurate; and (x) any matter arising out of Tenant’s (or 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 any 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; provided, howeveror by employees, Borrower 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 bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

General Indemnification. The Borrower shall indemnify, defend indemnify and hold each 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 expenses (including reasonable 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, the Agent's Fee Letter, the Banks' Closing Fee Letter, any other Loan Documents, or in any way relating to any one act, event or more transaction related or attendant thereto; the making of Loans hereunder; 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 or damage to property occurring in, on or about the Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysregulations); (b) any use, nonuse or condition in, on or about the 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 use or other property in respect intended use of the Properties or any part thereof; (d) any failure proceeds of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 Loans (collectively, the “"Indemnified Liabilities”Matters"); provided, however, that the Borrower shall not have any no obligation to Lender hereunder any Bank Indemnitee under this SECTION 11.7 with respect to Indemnified Matters to the extent that such Indemnified Liabilities arise (1) Matters were caused by or resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender 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 ownershipBank 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 any law or public policy, the Borrower shall pay contribute to the payment and satisfaction of all Indemnified Matters incurred by the Bank Indemnitees the maximum portion that it which the Borrower is permitted to pay and satisfy under applicable Legal Requirements to law. This indemnification shall survive repayment by the payment and satisfaction Borrower of all Indemnified Liabilities incurred by Loans made under this Agreement and the Indemnified Partiestermination of this Agreement, with or 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Work, Additional Required Repairs, Replacements, 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 Lender or (2) with respect to an act and event first occurring or arising (I) after the date Borrower no longer owned fee Lender, Lender’s Servicer (or leaseholdany master, as applicablespecial or sub-servicer) title to the Properties as a result or any 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 ownershiptheir 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender. This Section 14.1 shall not apply to Taxes.

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 Properties any 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 Properties any 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 Properties any Property or any part thereof; (d) any failure of the Properties any 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 or the Cash Management Account or the performance of the Required Work Work, Additional Required Repairs or Additional Required RepairsReplacements, 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 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

General Indemnification. (a) 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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work and Additional Required Repairs or Additional Required RepairsReplacements, 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 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways, (e) 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; (bf) any use, nonuse or condition in, on or about the Properties or any part thereof or failure on the adjoining sidewalks, curbs, adjacent property part of Mortgagor to perform or adjacent parking areas, streets or waysbe in compliance with any of the terms of this Security Instrument; (cg) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx 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 Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.the

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 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, and the Note, the Loan Agreement, this Security Instrument, or any Other Security 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 or the Note, the Loan Agreement or any of the Other Security 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; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Borrower 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 Properties Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the 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 Properties Property to be in compliance with any Legal RequirementsApplicable Laws; (ej) the enforcement by any Indemnified Party of the provisions of this Article 13; (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; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (gl) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan loan evidenced by the Note and secured by this Security Instrument; or (collectivelym) any misrepresentation made by Borrower in this Security Instrument or any Other Security Document. Any amounts payable to Lender by reason of the 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 damage is sustained by Lender until paid. For purposes of this Article 13, the “term "Indemnified Liabilities”); providedParties" means Lender and any person or entity who is or will have been involved in the origination of this loan, howeverany person or entity who is or will have been involved in the servicing of this loan, that Borrower shall any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in this loan (including, but not have any obligation to Lender hereunder to limited to, Investors or prospective Investors in the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2) with respect to an act and event first occurring or arising (I) after the date Borrower no longer owned fee (or leaseholdSecurities, as applicablewell as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in this loan for the benefit of third parties) title as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other person or entity who holds or acquires or will have held a participation or other full or partial interest in this loan or the Properties Property, whether during the term of this loan or as a result part of a foreclosure or deed-in-lieu of foreclosure or (II) following a foreclosure of this loan and including, but not limited to, any successors by merger, consolidation 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 Legal Requirements to the payment and satisfaction acquisition of all Indemnified Liabilities incurred by the Indemnified Partiesor a substantial portion of Lender's assets and business).

General Indemnification. Borrower shall indemnifyEach Seller and Servicer each hereby jointly and severally agrees to indemnify Purchaser (together with Purchaser’s officers, defend directors, agents, representatives, shareholders, counsel and hold harmless the employees, each, an “Indemnified Parties Party”) from and against any and all Losses imposed upon claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or incurred resulting from any of the following: (i) the sale to Purchaser of any Receivable which purports to be a Purchased Receivable as to which the representations and warranties made herein are not true and correct on the Purchase Date therefore; (ii) any representation or warranty made or deemed made by any Seller or asserted against Servicer (or any of its respective officers) under or in connection with this Agreement which shall have been incorrect in any material respect when made; (iii) the failure by any Seller or Servicer to perform any of its covenants or other obligations hereunder or its failure to comply with any applicable law, rule or regulation; (iv) the failure to vest in Purchaser a perfected ownership interest in each Purchased Receivable, Related Rights and the proceeds and Collections in respect thereof free and clear of any liens, charges or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute, or Dilution related to such Purchased Receivable (or any portion thereof); (vi) the commingling by any Seller or Servicer of Collections at any time with other funds of such Seller, Servicer or any other Person; (vii) any failure by Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or any claim brought by any Person other than an Indemnified Parties and directly Party arising from Servicer’s collection activities; or indirectly (viii) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party of whatever sort, whether in tort, contract or any other legal theory, 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding goods or services that are the subject of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower any Purchased Receivable with respect thereto. The foregoing indemnification shall not have apply in the case any obligation to Lender hereunder claims, losses or liabilities to the extent that such Indemnified Liabilities arise resulting solely from (1i) from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender such Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (2ii) an Insolvency Event 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 applicable Account Debtor. Amounts due hereunder shall accrue interest at 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesDelinquent Rate.

General Indemnification. Borrower FRANCHISEE shall indemnify, defend indemnify and hold harmless the Indemnified Parties CITY, CITY’s contractors, public officials, officers, directors, employees, agents and other contractors of each of them, from and against any and all Losses imposed upon claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals as well as all Court or incurred by other dispute resolution costs), liabilities, expenditures, or asserted against causes of action of any Indemnified Parties and kind (including negligent, reckless, willful or intentional acts or omissions of the FRANCHISEE, any subcontractor, any supplier, any Person or organization directly or indirectly arising out employed by any of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part them to perform or discharge furnish any services or anyone for whose acts any of the termsthem may be liable), covenantsarising from, relative to, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or caused by the performance of the Required Work services permitted by this Agreement. This indemnity includes, but is not limited to, claims attributable to bodily injury, sickness, disease or Additional Required Repairsdeath, and to injury or destruction of tangible property. FRANCHISEE agrees, at FRANCHISEE's expense, after written notice from CITY, to defend any action against CITY that falls within the scope of this indemnity, or (g) CITY, at CITY's option, may elect not to tender such defense and may elect instead to secure its own attorneys to defend any such action and the reasonable costs and expenses of such attorneys incurred in defending such action shall be payable by FRANCHISEE. Additionally, if FRANCHISEE, after receipt of written notice from CITY, fails to make any payment due under this Agreement to CITY, FRANCHISEE shall pay any reasonable attorneys’ fees or costs incurred by CITY in securing any such payment from FRANCHISEE. Payment of any amount due pursuant to the foregoing indemnity shall, after receipt of written notice by FRANCHISEE from CITY that such amount is due, be made by FRANCHISEE prior to CITY being required to pay same, or in the alternative, CITY, at CITY's option, may make payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower an amount so due and FRANCHISEE shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiespromptly reimburse CITY for same.

General Indemnification. Borrower shall indemnify, defend You agree to indemnify and hold us harmless and to indemnify and hold harmless each other Underwriter and each person, if any, who controls us or such other Underwriter within the Indemnified Parties from and meaning of the Exchange Act, against any and all Losses imposed upon losses, claims, damages, or incurred by liabilities, joint or asserted against several (or actions of any Indemnified Parties and directly nature whatsoever in respect thereof), to which we or indirectly arising any of them may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based on: (i) your giving of unauthorized information or your making of unauthorized representations in any way relating to any one or more breach of the following: provisions of this Master Agreement, (aii) any accident, injury your failure to comply with your agreements under this Master Agreement or death of persons or loss of or damage to property occurring in, on or about the 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 Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance your breach of any labor representations that you make or services or the furnishing of any materials or other property in respect of the Properties or any part thereof; (d) any failure of the Properties are deemed to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable have made in connection with the funding sale of any Securities, (iii) your failure to observe applicable SEC, MSRB or FINRA rules, or other regulatory provisions (including regulations and rulings promulgated by the Internal Revenue Service), (iv) the absence of authority on your part to participate in the offering as an Underwriter or to execute, to consummate the transactions contemplated in, or to perform this Master Agreement or the Purchase Contract, (v) your failure to comply with the requirements for establishing issue price of the Loan (collectivelySecurities, as set forth in Section VI of this Master Agreement, including, but not limited to, your agreement to comply with the “Indemnified Liabilities”); providedhold-the-offering-price rule, however, that Borrower shall not have any obligation to Lender hereunder if applicable to the extent Securities, (vi) the failure of any participant in a third-party distribution network that such Indemnified Liabilities arise (1) from you have established to comply with the gross negligence, illegal acts, fraud or willful misconduct of Lender 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 terms of the Senior Mezzanine Loan, as applicable; provided, however, Borrower shall bear offering for 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 Securities set forth in the preceding sentence may be unenforceable because it violates Initial Wire and the Pricing Wires, including any failure to comply with the requirements for establishing issue price of the Securities, as set forth in Section VI of this Master Agreement or (vii) your breach or violation of the law of any jurisdiction (including any applicable securities laws) that restricts, limits or public policyprohibits your execution, Borrower shall pay the maximum portion that it is permitted consummation or performance. You agree to pay reimburse each such indemnified party or parties for any legal or other expenses whatsoever reasonably incurred (including fees and satisfy under applicable Legal Requirements to the payment and satisfaction disbursements of all Indemnified Liabilities incurred by the Indemnified Partiescounsel) in connection with investigating, preparing or defending against any such loss, claim, damage, liability or action.

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 Properties 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 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 repair by Tenant of the Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge 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 termsFacility (including any litigation, covenantssuit, proceeding or agreements contained in any Lease; claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (f10) the holding Business Days after liability therefor is determined by a final non appealable judgment or investing settlement or other agreement of the Reserve Accounts or Parties, and if not timely paid shall bear interest at the Cash Management Account or Overdue Rate from the performance date of the Required Work or Additional Required 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 such determination to the extent that 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 Liabilities arise (1) from the gross negligenceParties. For purposes of this Article XXI, illegal acts, fraud any acts or willful misconduct omissions of Lender Tenant or (2) with respect to an act and event first occurring any Subtenant or arising (I) after the date Borrower no longer owned fee (or leaseholdany Subsidiary, as applicable) title to the Properties as a result , or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of a foreclosure Tenant or deed-in-lieu of foreclosure any Subtenant or (II) following a foreclosure or assignment-in-lieu of the Senior Mezzanine Loanany Subsidiary, as applicable; providedapplicable (whether or not they are negligent, howeverintentional, Borrower willful or unlawful), shall bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

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 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 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 management of the Properties 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 Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) Matters were caused by or resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of a Lender 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 ownershipIndemnitee. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred law. This indemnification shall survive repayment by the Indemnified PartiesBorrower of the Loan made under this Agreement, and the termination of this Agreement without occurrence of the Closing Date.

General Indemnification. Borrower shall Grantor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including but not limited to, to the extent permitted by applicable law, 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: (a) ownership of this Deed to Secure Debt, the Premises or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations, the Loan Documents, the Credit Agreement, this Deed to Secure Debt, or any other document or instrument executed in connection therewith; (c) any and all lawful action that may be taken by Grantee in connection with the enforcement of the provisions of this Deed to Secure Debt, the Loan Documents, the Credit Agreement or any of the other documents or instruments executed in connection therewith, whether or not suit is filed in connection with same, or in connection with Grantor, 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 Properties Premises 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 Properties Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cf) any failure on the part of Grantor to perform or be in compliance with any of the terms of this Deed to Secure Debt, the Credit Agreement or any Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.of

General Indemnification. Borrower (a) Sears shall indemnify, defend and hold the Company and each of its officers, directors and affiliates, including WAH immediately following the Closing (each, a "Company Indemnitee"), harmless the Indemnified Parties from and against against, and shall reimburse each Company Indemnitee for, any and all Losses imposed upon (as defined below) that may be incurred or incurred suffered by such Company Indemnitee relating to, based upon, resulting from or asserted against any Indemnified Parties and directly or indirectly arising out of (i) any breach or other violation of any representation, warranty, agreement, obligation or commitment of Sears under this Agreement or the Assumption Agreement, (ii) any WAH Liabilities (as defined below), (iii) the Share Exchange or Merger Transaction; provided, that Sears will not indemnify the Company for any Losses that arise out of or result from (w) the Company's breach or violation of any representation or warranty (without regard to any materiality or knowledge qualifiers otherwise pertaining thereto), agreement, obligation or commitment of the Company under this Agreement or the Assumption Agreement, including any of the covenants contained in Section 1.6 of this Agreement, (x) any liabilities which arise out of or result from any obligation, duty, responsibility or commitment, contractual or otherwise, of the Company or its subsidiaries that exists either as of or prior to the Closing (the "Company Liabilities") or (y) any liabilities of WAH, contractual or otherwise, that occur as a result of or arise from the Company Liabilities through agreement, operation of law or otherwise or (iv) Sears' ownership of the equity of WAH, except that any such Losses relating to, based upon, resulting from or arising out of any breach or other violation of any representation and warranty set forth in Section 3.8 or subject to indemnification under Section 5.2 shall be governed exclusively by Section 5. The parties hereto agree that this Agreement, including the indemnification provisions hereof, shall not be deemed to alter in any way relating to any one or more of Sears' liability under the following: Merger Agreement (a) any accidentas defined in Schedule 3.6 hereto), injury to or death of persons or loss of or damage to property occurring in, on or about the 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 except to the extent that such Indemnified Liabilities arise (1) from Sears' liability under the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2) Merger Agreement will be sole rather than joint and several 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesWAH.

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 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, except, in each case, to the extent arising out of any Indemnified Party’s gross negligence or willful misconduct: (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 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 Properties 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 Properties 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 Borrower to perform or be in compliance with any of the terms of this Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Properties Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx 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 Properties Property to be in compliance with any 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 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (gl) 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 (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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.be

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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease or Ground Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required RepairsWork, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Loan; or (h) any failure to pay recordation taxes, documentary stamp taxes, intangible personal property taxes or other costs and expenses as set forth in Section 17.2 hereof (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2) with respect to an act and event first occurring or arising (I) after the date Mortgage Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure or deed-in-lieu of foreclosure of the Mortgage Loan or (II) following a foreclosure or assignment-in-lieu of the Senior Loan or an Other Mezzanine Loan, as applicableexcept to the extent that such acts or events are the proximate result of acts or events that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer or were caused by Guarantor or any of its Affiliates; provided, however, provided that Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership. To , was not the extent proximate result of events that the undertaking first occurred prior to indemnify, defend such transfer or ownership 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred was not caused by the Indemnified Parties.Guarantor or

General Indemnification. Borrower shall Borrowers shall, jointly and severally, at their sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 -100- 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 Borrowers shall not have any obligation to Lender hereunder for the Indemnified Liabilities to the extent that such Indemnified Liabilities arise (1) from solely caused by the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender or (2) with respect Lender. Any amounts payable to an act Indemnified Parties by reason of the application of this Section 12.1 shall become immediately due and event first occurring or arising (I) after payable and shall bear interest at the Default Rate from the date Borrower no longer owned fee (loss 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 damage is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by the Indemnified PartiesParties 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 Properties 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 Properties 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 -131- furnishing of any materials or other property in respect of the Properties any Individual Property or any part thereof; (d) any failure of the Properties any Individual Property to be in substantial 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 (a) arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2b) with respect to an act and event first arise solely from matters occurring after Lender or arising (I) after the date Borrower no longer owned fee (its designee 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 any subsequent purchaser of the Senior Mezzanine Loan, as applicable; provided, however, Borrower shall bear Loan or the burden Property takes possession of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownershipProperty or any portion thereof. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.. 128

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, 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 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, and the Note, this Security Instrument, or any Other Security 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 or the Note or any of the Other Security Documents, whether or not suit is filed in connection with same, or in connection with Borrower and/or any member, 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 Properties 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 Properties 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 Borrower 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 Properties Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1090-X, Xxxxxxxxx xxr Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the 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 Properties Property to be in compliance with any Legal RequirementsApplicable Laws; (ej) the enforcement by any Indemnified Party of the provisions of this Article 13; (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; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, or (gl) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan evidenced by the Note and secured by this Security Instrument; or (collectively, the “Indemnified Liabilities”)m) any misrepresentation made by Borrower in this Security Instrument or any Other Security Document; provided, however, that Borrower shall not have be liable to an Indemnified Party for any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from Losses caused by the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party. Any amounts payable to Lender or (2) with respect to an act by reason of the application of this Section 13.1 shall become immediately due and event first occurring or arising (I) after payable and shall bear interest at the Default Rate from the date Borrower no longer owned fee loss or damage is sustained by Lender until paid. For purposes of this Article 13, the term "INDEMNIFIED PARTIES" means Lender and any person or entity who is or will have been involved in the origination of the Loan, any person or entity who is or will have been involved in the servicing of the Loan, any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded, persons and -73- 82 entities who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, Investors or leaseholdprospective Investors in the Securities, as applicablewell as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) title as well as the respective directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other person or entity who holds or acquires or will have held a participation or other full or partial interest in the Properties Loan or the Property, whether during the term of the Loan or as a result part of a foreclosure or deed-in-lieu of foreclosure or (II) following a foreclosure or assignment-in-lieu of the Senior Mezzanine LoanLoan and including, as applicable; providedbut not limited to, howeverany successors by merger, 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 consolidation or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction acquisition of all Indemnified Liabilities incurred by the Indemnified Partiesor a substantial portion of Lender's assets and business).

General Indemnification. In addition to any other indemnifications provided herein or in the other Loan Documents, except to the extent arising out of the negligence or willful misconduct of an Indemnified Party, Borrower shall and Guarantor shall, at its sole cost and expense to the maximum extent allowed by law, including as a result of any act or inaction of an Indemnified Party, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon upon, or incurred by by, or asserted against any Indemnified Parties and directly or indirectly arising out of of, or in any way relating to or connected with, any one or more of the following: (a) any accident, injury to or death of persons or loss of of, or damage to property occurring in, on or about the Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in compliance with any Legal Requirements; (e) any failure of the Property to comply with any Access Laws; (f) any representation or warranty made in any of the Loan Documents being false or misleading in any material respect as of the date such representation or warranty was made or the use or intended use of the proceeds of the Loan; (g) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with the Loan (other than one claiming to have dealt exclusively with, or for the sole benefit of, Lender) or any Lease or other transaction including any sale of any condominium unit involving the Property; and all (h) the claims of any Tenant and demands whatsoever which may be asserted against not applied in accordance with the Loan Documents (except any claims of Tenants first accruing after the date Lender or Lender’s Affiliate takes title to the Property). Any amounts payable to Lender by reason of any alleged the application of this paragraph shall be secured by the Loan Documents and shall become immediately due and payable and shall bear interest at the Default Rate from the date of demand until paid. The obligations and liabilities of Borrower under this Section 8.1 shall survive termination, satisfaction, or undertakings on its part to perform or discharge assignment of this Agreement, the repayment of the Debt and the exercise by Lender of any of its rights or remedies hereunder, including the terms, covenants, or agreements contained in any Lease; (f) the holding or investing acquisition of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 Property by foreclosure or deed-in-a conveyance 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesforeclosure.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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 (1) arising from the gross negligence, fraud, illegal acts, fraud acts or willful misconduct of an Indemnified Person. Any amounts payable to Lender or by reason of the application of this Section 12.1 shall become immediately due and payable and, to the extent not paid within five (25) with respect to an act and event first occurring or arising (I) after Business Days of 193 Lender’s demand therefor, shall bear interest at the Default Rate from the date Borrower no longer owned fee (loss or leaseholddamage is sustained by Lender until paid. This Section 12.1 shall not apply to any Taxes, as applicable) title other than Taxes than represent Losses attributable to the Properties as a result of a foreclosure or deednon-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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTax claims.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsAccounts, 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 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 ownershipLender. 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 Legal Requirements law to the payment and satisfaction of all Indemnified indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties any Individual Property or any part thereof; (d) any failure of the Properties any Individual Property to be in compliance with any applicable Legal RequirementsRequirements or any DST to be in compliance with applicable securities laws; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work Work, Additional Required Repairs or Additional Required RepairsReplacements, 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 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 ownershipits agents. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties Property to be in material 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 or the Cash Management Account or the performance of the Required Work or Additional Required RepairsWork, 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 (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2ii) with respect to an act and event first occurring that Borrower can prove both that such Indemnified Liabilities were caused solely by actions, conditions or arising (I) events that occurred after the date Borrower no longer owned fee that Lender (or leasehold, as applicableany purchaser at a foreclosure sale) actually acquired title to the Properties as a result Property and that such Indemnified Liabilities were not caused by the direct or indirect actions of a foreclosure Borrower, any Borrower Principal, Manager or deed-in-lieu any Affiliate of foreclosure or (II) following a foreclosure or assignment-in-lieu any 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 ownershipforegoing. 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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, any Property Document; (f) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required Repairs, 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”)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 by reason of (1i) from 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 Mortgage Lender or any Mezzanine A Lender, (2iii) the gross negligence, bad faith, illegal acts, fraud, willful misconduct or act outside the scope of authority of, any receiver appointed with respect to an act and event first occurring the Property, the Mezzanine A Collateral or arising the Collateral, or (Iiv) after acts or omissions following the earlier to occur of (a) the date Borrower no longer owned fee on which Mortgage Lender (or leaseholdits designee, as applicableassignee or agent, or any other Person) acquires title to the Properties as a result of a foreclosure or Property by deed-in-lieu of foreclosure or (II) following upon a foreclosure (public or assignment-in-lieu private), power of sale or other exercise of Mortgage Lender’s remedies, (b) the date on which Lender forecloses on the Pledge Agreement, takes title to the interests of Mezzanine A Borrower or assumes control of Mezzanine A Borrower or (c) the date on which any Mezzanine A Lender forecloses on the pledge given to Mezzanine A Lender, takes title to the interests of Mortgage Borrower or assumes control of Mortgage Borrower. Any amounts payable to Lender by reason of the Senior Mezzanine Loan, as applicable; provided, however, Borrower application of this Section 12.1 shall become due and payable upon demand and shall bear interest at the burden of proof to show that Default Rate from the event triggering liability hereunder first occurred after the such transfer of ownershipdate loss or damage is sustained by Lender until paid. 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.123

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 Properties 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 Properties 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 Properties Property or any part thereof; (d) any failure of the Properties 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 or the Cash Management Account or the performance of the Required Work or and Additional Required RepairsReplacements, 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 sole and gross negligence, illegal acts, fraud or willful misconduct of Lender 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 ownershipany 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 Legal Requirements law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesLender.

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 Properties 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 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 repair by Tenant of the Properties Facility (or any part thereof); (diii) any failure on the part of Tenant to perform or comply with any of the Properties to be in compliance with terms of this Lease; (iv) any 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 of any alleged obligations or undertakings on its part Tenant to perform its obligations hereunder or discharge under any of instrument or agreement affecting the terms, covenants, Facility (or agreements contained in any Leasepart thereof); (fviii) the holding or investing of the Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required 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 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 third-party claim asserted against Landlord as a result of Landlord having been a foreclosure 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 deed-in-lieu of foreclosure any Subtenant’s) management, operation, use or (II) following a foreclosure or assignment-in-lieu possession of the Senior Mezzanine LoanFacility (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; provided, howeveror by employees, Borrower 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 bear the burden of proof be strictly attributable 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified PartiesTenant.

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 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 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 00000000.0.XXXXXXXX 143 furnishing of any materials or other property in respect of the Properties or any part thereof; (d) any failure of the Properties to be in compliance with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease or Ground Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts or the Cash Management Account or the performance of the Required Work or Additional Required RepairsWork, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Loan; or (h) any failure to pay recordation taxes, documentary stamp taxes, intangible personal property taxes or other costs and expenses as set forth in Section 17.2 hereof (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct of Lender or (2) with respect to an act and event first occurring or arising (I) after the date Mortgage Borrower no longer owned fee (or leasehold, as applicable) title to the Properties as a result of a foreclosure or deed-in-lieu of foreclosure of the Mortgage Loan or (II) following a foreclosure or assignment-in-lieu of the Senior Loan or an Other Mezzanine Loan, as applicableexcept to the extent that such acts or events are the proximate result of acts or events that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer or were caused by Guarantor or any of its Affiliates; provided, however, provided that Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after the such transfer of ownership, was not the proximate result of events that first occurred prior to such transfer or ownership and was not caused by Guarantor or any of its Affiliates. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.

General Indemnification. Borrower Seller shall indemnify, defend indemnify and hold harmless each of the Indemnified Parties Buyer and its shareholders and subsidiaries and their respective directors, officers, employees, representatives, agents, lenders, successors, assigns and attorneys (collectively, the "INDEMNIFIED PARTIES") from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including, without limitation, all reasonable attorneys' and consultants' fees and legal expenses whether or not suit is brought) and disbursements of any kind or nature whatsoever which may at any time be imposed upon or on, incurred by by, or asserted against any the Indemnified Parties and directly or indirectly any of them, in any way relating to or 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 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 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance connection with any Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations Transaction Document, or undertakings on its part to perform or discharge any of the terms, covenants, transactions contemplated therein or agreements contained in any Lease; (f) the holding or investing ownership of the Reserve Accounts Production Payment or the Cash Management Account or the performance of the Required Work or Additional Required 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 Dedicated Interests (collectively, the “"INDEMNIFIED LIABILITIES"), including, without limitation, Indemnified Liabilities”Liabilities arising from the negligence or gross negligence (to the extent that such gross negligence is covered by insurance), whether sole or concurrent, of any of the Indemnified Parties; provided, however, that Borrower no Indemnified Party shall not have any obligation to Lender be indemnified hereunder for its own willful misconduct. If and to the extent that such the foregoing undertaking may be unenforceable for any reason, Seller hereby agrees to make the maximum contribution to the payment in satisfaction of each of the Indemnified Liabilities arise (1) from the gross negligence, illegal acts, fraud or willful misconduct that is permissible under applicable Law. The provisions of Lender 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 undertakings and hold harmless indemnification set forth in this Section shall survive (x) the preceding sentence may be unenforceable because it violates any law satisfaction and payment of the Obligations and termination of this Agreement and the Production Payment, and (y) the release of the Liens of the Security Documents or public policythe extinguishment of such Liens by foreclosure or action in lieu thereof, Borrower shall pay so long as the maximum portion that it liabilities for which indemnification is permitted to pay being sought are attributable to, or arise out of event occurring during, the period ending on the date on which the Production Payment has been fully discharged and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partieshas terminated.

General Indemnification. Borrower shall indemnify, defend and hold Agent, each Lender and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Agent, each Lender and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Lenders’ Expenses and the Indemnified Parties from reasonable fees, charges and against disbursements of any and all Losses imposed upon or incurred by or asserted against counsel for any Indemnified Parties and directly or indirectly Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document (excluding the Lender Intercreditor Agreement) or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) any accidentforegoing, injury to or death of persons or loss of or damage to property occurring inwhether based on contract, on or about the Properties tort or any part thereof other theory, whether brought by a third party or on the adjoining sidewalksby Borrower, curbsand regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, adjacent property or adjacent parking areasas to any Indemnified Person, streets or ways; (b) any use, nonuse or condition in, on or about the 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 Properties or any part thereof; (d) any failure of the Properties to be in compliance with any 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 or the Cash Management Account or the performance of the Required Work or Additional Required 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 available to the extent that such Indemnified Liabilities arise (1) losses, claims, damages, liabilities or related expenses 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 or (2) with respect to an act and event first occurring or arising (I) such Indemnified Person. All amounts due under this Section 12.3 shall be payable promptly 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 Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Partiesdemand therefor.