Common use of General Indemnification Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

General Indemnification. (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 Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Work and Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender. (b) With respect to any Indemnified Liabilities that relate to or arise out of the construction, alterations, repair or maintenance of improvements on or about the Property, (i) if the Indemnified Liability was caused by the concurrent or joint negligence of Borrower and Lender or the agents of Lender, Borrower shall only be liable under this indemnity to the extent of the Borrower’s negligence, and (ii) if the Indemnified Liability was caused by the sole negligence of Lender or the agents of Lender, Borrower shall have no liability with respect to such Indemnified Liability under this Agreement. NCLIB1 194855.8 (c) For the sole purpose of giving full force and effect to the indemnities contained in this Agreement and not for the benefit of any employees of Borrower or any third parties unrelated to the parties indemnified under this Agreement, Borrower specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. (Borrower’s Initials: /s/ H.K.) NCLIB1 194855.8

General Indemnification. In addition to any other indemnifications provided herein or in the other Loan Documents, Borrower shall shall, at Borrower’s sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any failure of the terms, covenants, or agreements contained in Property to comply with any LeaseAccess Laws; (f) the holding any representation or investing warranty made in any of the Reserve Accounts Loan Documents being false or misleading in accordance with this Agreement or the performance any material respect as of the Required Workdate such representation or warranty was made including, Additional Required Repairs without limitation, with respect to the use or Additional Replacements or intended use of the proceeds of the Loan; (g) the payment of any commissionclaim by brokers, charge finders or brokerage fee similar Persons claiming to anyone which may be payable entitled to a commission in connection with the funding of the Loan (collectively, other than one claiming to have dealt exclusively with Lender) or any Lease or other transaction involving the “Indemnified Liabilities”)Property or any part thereof; and (h) the claims of any Tenant (except any claims of Tenants first accruing after the date Lender or Lender’s Affiliate takes title to the Property; provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities Losses arise from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it Borrower is permitted to pay and satisfy under applicable law and this indemnification provision shall be enforced to the payment maximum extent allowed by law. Any amounts payable to Lender by reason of the application of this Section 10.1 shall be secured by the Loan Documents and satisfaction shall become immediately due and payable and shall bear interest at the Default Rate from the date of all Indemnified Liabilities incurred demand until paid. The obligations and liabilities of Borrower under this Section 10.1 shall survive termination, satisfaction, or assignment of this Agreement, the repayment of the Debt and the exercise by LenderLender of any of its rights or remedies hereunder, including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure. WITHOUT LIMITATION TO THE FOREGOING, BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE GRANTING OF A PLEDGE OR LIEN ON THE PROPERTY OR ANY INTEREST THEREIN OR LENDER’S ENFORCING LENDER’S RIGHTS AND REMEDIES UNDER THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS; (B) THE COMPLIANCE OF THE PROPERTY AND EACH PORTION THEREOF WITH LEGAL REQUIREMENT; (C) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (D) FAILURE OF BORROWER TO PERFORM, OR TO CAUSE ANY OTHER BORROWER PARTY TO PERFORM, ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; (E) ANY FAILURE AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT; OR (F) ANY ACT OR OMISSION BY BORROWER OR ANY BORROWER PARTY, CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY PORTION OF THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. BORROWER’S DUTIES AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE SECURITY INSTRUMENT.

General Indemnification. Except to the extent caused by the actual willful misconduct or gross negligence of the Indemnified Parties, Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property or any part thereof to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Administrative Agent or any Lender by reason of any alleged obligations or undertakings on its their part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Administrative Agent or any Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds. Any amounts payable to Indemnified Parties by reason of the application of this Section 12.1 shall be paid by Borrower within five (5) Business Days after demand therefor and, if not paid within such period, shall thereafter accrue interest at the “Default Rate from the date loss or damage is sustained by Indemnified Liabilities”); providedParties until paid. Notwithstanding anything to the contrary contained herein, however, that Borrower shall not have any obligation liability hereunder this Section 12.1 with respect to any acts, events or circumstances first arising after (i) the date on which Administrative Agent, Lender hereunder or a Person that is not an Affiliate of Borrower or Guarantor acquires title to the extent that Property, whether through foreclosure, private power of sale or the delivery of a deed-in-lieu of foreclosure, except with respect to acts taken by Borrower, Guarantor or any Affiliate of the foregoing prior to or on or after such Indemnified Liabilities arise from date or (ii) the gross negligencedate on which a receiver, illegal actstrustee, fraud liquidator or willful misconduct conservator, other than any such Person appointed at the request of LenderBorrower, Guarantor or any Affiliate of the foregoing, takes control of the Property, except with respect to acts taken by Borrower, Guarantor or any Affiliate of the foregoing prior to or on or after such date. To Borrower’s obligations hereunder shall survive the extent that occurrence of the undertaking to indemnify, defend and hold harmless set forth events described in the immediately preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lendersentence.

General Indemnification. Borrower shall A. Supplier shall, to the fullest extent permitted by law, protect, defend, indemnify, defend and hold Yurcor and ▇▇▇▇▇ harmless the Indemnified Parties from and against any and all Losses imposed upon claims, liabilities, demands, penalties, forfeitures, suits, judgments, and the associated costs and expenses ( including, without l imitation, attorney’ s fees), that Yurcor or incurred by ▇▇▇▇▇ may hereafter incur, become responsible for, or asserted against any Indemnified Parties and directly pay out as a result of: death or indirectly arising out of or in any way relating personal injury ( including bodily injury) to any one or more of the following: (a) any accidentperson, injury to or death of persons or loss of destruction or damage to property occurring inany property, contamination of or adverse effects on the environment, and any cleanup costs in connection therewith, caused in whole or about the Property in part by any negligent or willful acts, errors, or omissions by Supplier, its employees, officers, agents, representatives, or subcontractors while performing Services under this Agreement and/ or any part thereof claim arising under Sections B or on E below. B. Notwithstanding Supplier’ s immunities under applicable local worker’ s compensation and industrial insurance acts, and as mutually negotiated and agreed between the adjoining sidewalksparties in writing, curbsSupplier specifically undertakes to defend, adjacent property or adjacent parking areasindemnify, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) and hold Yurcor and ▇▇▇▇▇ harmless from any and all claims and demands whatsoever which may be or liabilities asserted against Lender Yurcor or ▇▇▇▇▇ by reason of Supplier’ s employees or by any alleged obligations third party in respect of, relating to or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower Supplier’ s employees. The foregoing indemnity shall include ( but shall not have be limited to) any obligation claim made or threatened, whether by legal proceedings or otherwise, against Yurcor or ▇▇▇▇▇ by any of Supplier’ s employees or any third party on the grounds that any person supplied or engaged by Supplier is or was or is deemed to Lender hereunder be or was deemed to the extent be an employee of Yurcor or ▇▇▇▇▇ and Supplier shall indemnify Yurcor and ▇▇▇▇▇ in respect of all loss, damage or injury and all costs and other liabilities incurred by Yurcor or ▇▇▇▇▇ as a result thereof, including any damages or other costs awarded and penalties or fines assessed by any court, tribunal or rights commission and any loss, costs or other liabilities incurred by compliance with any order of any court, tribunal or r ights commission. Supplier further agrees that such Indemnified Liabilities arise from the gross negligencei f Yurcor, illegal acts, fraud Intel or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any ▇▇▇▇▇ i s required by law or public policyotherwise to include Supplier or any of Supplier’ s employees in any of Yurcor’ s, Borrower Intel’ s or ▇▇▇▇▇’ s benefit plans or provide severance benefits under law, Supplier shall pay reimburse Yurcor, Intel or ▇▇▇▇▇ for the maximum portion that it is permitted actual amount required to pay and satisfy be paid, or the fair market value of any benefit received by Supplier or Supplier’ s employees arising from work performed under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthis Agreement. C. [ INTENTIONALLY DELETED] D. [

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 Property 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 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 use or other property in respect intended use of the Property or any part thereof; (d) any failure proceeds of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan Loans (collectively, the “"Indemnified Liabilities”Matters"); provided, however, that 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 Matters were caused by or resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendera Bank 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 law to law. This indemnification shall survive repayment by the payment and satisfaction Borrower of all Indemnified Liabilities incurred by LenderLoans made under this Agreement and the termination of this Agreement, with or without occurrence of the Closing Date.

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 Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any 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 Property by foreclosure or a conveyance in accordance with this Agreement or the performance lieu of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderforeclosure.

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 Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (bc) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cd) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (de) any failure of the Property to be in compliance with any applicable 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 in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender 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 Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by LenderParties until paid.

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

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

General Indemnification. Borrower shall 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: (a) ownership of this Mortgage, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Mortgage, and/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 Mortgage 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 or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (be) any use, nonuse non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cf) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Mortgage; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (dh) the failure of any Person to file timely with the Internal Revenue Service an accurate Form ▇▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Mortgage is made; (i) any failure of the Property to be in compliance with any applicable Legal Requirements; (ej) the enforcement by any of the Indemnified Parties 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 in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g1) 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 Mortgage or any other Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation Document. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 8.1 shall become due and payable within five (5) Business Days after written demand and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date the loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.damage is

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

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender and Trustee harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingagainst: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (ei) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and demands whatsoever (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against against, imposed on or incurred by Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable Trustee in connection with the funding of the Loan (collectivelyDebt, this Security Instrument, the “Indemnified Liabilities”)Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender's willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the preceding sentence may be unenforceable because it violates secured indebtedness, this Security Instrument, the Property, or any law part thereof, or public policyany interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall pay the maximum portion that it is permitted to pay indemnify, defend and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.hold Lender harmless

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

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the any Individual Property or any part thereof; (d) any failure of the any Individual Property to be in compliance with any applicable Legal 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 in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or its 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 law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. US Borrower shall indemnifyagrees to defend (with counsel satisfactory to Lender), defend protect, indemnify and hold harmless the Lender, each affiliate or subsidiary of Lender, and each of their respective shareholders, members, officers, directors, managers, employees, attorneys and agents (each an “Indemnified Parties Party”) 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 (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto), which may be imposed upon or on, incurred by by, or asserted against against, any Indemnified Parties Party (whether direct, indirect or consequential and directly whether based on any federal, state or indirectly local laws or regulations, including, without limitation, securities laws and regulations, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner 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 Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or any Other Agreement, or any act, event or transaction related or attendant thereto, the performance making or issuance and the management of the Required Work, Additional Required Repairs Loans or Additional Replacements the use or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding intended use of the Loan (collectively, proceeds of the “Indemnified Liabilities”)Loans; provided, however, that US Borrower shall not have any obligation to Lender hereunder to any Indemnified Party with respect to matters caused by or resulting from the extent that willful misconduct or gross negligence of such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderParty. To the extent that the undertaking to indemnify, defend and hold harmless indemnify set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policyp▇▇▇▇▇, ▇▇ Borrower shall pay satisfy such undertaking to the maximum portion that it is extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to pay and satisfy under each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable law to Loans hereunder from the date incurred by each Indemnified Party until paid by US Borrower, be added to the Liabilities of US Borrower and be secured by the Collateral. The provisions of this Section 19 shall survive the satisfaction and payment of the other Liabilities and satisfaction the termination of all Indemnified Liabilities incurred by Lenderthis Agreement.

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

General Indemnification. Borrower 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 Property 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 Property 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 Property proceeds thereof, whether or not any part thereof; Bank-Related Person is a party thereto (d) any failure of all the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the termsforegoing, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"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 arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendersuch Bank-Related Person. To The agreements and obligations of the extent that Company under this Section shall survive the undertaking expiration or termination of the commitment to indemnify, defend extend credit hereunder and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderother obligations of the Company 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 imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document and/or Regulatory Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts; and/or (h) if Borrower voluntarily avails itself of the benefits of any Emergency Law or otherwise voluntarily exercises any right or option under any Emergency Law and any such Emergency Law either (A) permits a borrower to defer or otherwise elect not to pay any amounts as and when due under the Loan Documents or (B) prevents Lender, or requires Lender to forbear from, exercising any rights or remedies that Lender would otherwise have available under the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation Loan Documents and Legal Requirement but for the passage of an Emergency Law. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

General Indemnification. 100- Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements Replacements, or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

General Indemnification. Borrower shall Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Indemnitees from and against any and all Losses losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for an Indemnitee) (collectively, “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties Indemnitee and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalkssidewalks , curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Mortgagee or any Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Ground Lease, the Operating Lease or any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, commission charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyLoan; provided that such indemnity shall not, the “Indemnified Liabilities”); providedas to any Indemnitee, however, that Borrower shall not have any obligation to Lender hereunder be available to the extent that such Indemnified Liabilities arise losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender. To such Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if any Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction (in which case, if and to the extent that required by such judgment, any indemnification payments made by any Loan Party with respect to such losses, claims, damages, liabilities or related expenses shall be promptly reimbursed by the undertaking applicable Indemnitee(s)). Any amounts payable to indemnifyan Indemnitee by reason of the application of this Section 9.01 shall be immediately due and payable, defend shall constitute a portion of the Obligations and hold harmless set forth in shall bear interest at the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay Default Rate form the maximum portion that it date the Loss is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by Lenderan Indemnitee until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Law; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”)holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds; provided, however, provided that Borrower shall not have be required to indemnify an Indemnified Party for any obligation such Losses which arise due to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To Lender or any other Indemnified Party as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment nor shall Borrower be liable for any consequential, punitive, exemplary or special damages except to the extent that Lender is actually liable to a third party for the undertaking same. Any amounts payable to indemnifyIndemnified Parties by reason of the application of this Section 12.1 shall be due and payable upon ten (10) Business Days after written demand therefor from Lender and, defend and hold harmless set forth in if the preceding sentence may be unenforceable because it violates any law or public policysame is not paid within ten (10) Business Days from such written demand, Borrower shall pay bear interest at the maximum portion that it Default Rate from the date which is permitted to pay and satisfy under applicable law to ten (10) Business Days from such written demand until the payment and satisfaction of all Indemnified Liabilities incurred by Lenderdate such amounts have been paid.

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

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 Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (be) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (cf) any failure on the part of 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 Property or any part thereof; (dh) the failure of any person to file timely with the Internal Revenue Service an accurate Form 109▇-▇, ▇▇▇▇▇▇▇▇▇ ▇▇r 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 Property to be in compliance with any applicable 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 in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements 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 from Losses caused by the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendersuch Indemnified Party. To Any amounts payable to Lender by reason of the extent that application of this Section 13.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnifyDefault Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Article 13, defend the term "INDEMNIFIED PARTIES" means Lender and hold harmless set forth any person or entity who is or will have been involved in the preceding sentence 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 be unenforceable because it violates hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, Investors or prospective Investors in the Securities, as well 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) as well as the respective directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any law and all of the foregoing (including but not limited to any other person or public policyentity who holds or acquires or will have held a participation or other full or partial interest in the Loan or the Property, Borrower shall pay whether during the maximum portion that it is permitted to pay term of the Loan or as a part of or following a foreclosure of the Loan and satisfy under applicable law to the payment and satisfaction including, but not limited to, any successors by merger, consolidation or acquisition of all Indemnified Liabilities incurred by or 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 Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts provided same are held in accordance with this Agreement Permitted Investments or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

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

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

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

General Indemnification. Borrower shall (a) Subject to the other provisions of this Article 10, each Seller shall, severally but not jointly based on each Seller’s Pro Rata Share, indemnify, defend and hold each of Purchaser and the Company and their respective officers, directors, employees, partners, stockholders, Affiliates, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (each a “Purchaser Indemnitee”) harmless from any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred that arise out of or result, directly or indirectly, from: (i) any breach of any representation or warranty made by the Indemnified Parties from Company, the Sellers or the Representative (A) contained in this Agreement or (B) in any certificate or other instrument or document delivered by the Company to Purchaser pursuant to this Agreement (provided that for the purposes of the foregoing clause (i), qualifications as to materiality, Company Material Adverse Effect or other qualifiers of similar import contained in such representations and against warranties (x) shall not be given effect for purposes of calculating any Losses for all such representations and warranties other than in Section 4.12 and (y) shall not be given effect for determining whether a breach has occurred of or for purposes of calculating any Losses for the representations and warranties in Section 4.12), (ii) any breach by the Sellers, the Company or the Representative of any of their respective covenants or agreements contained herein, (iii) any and all Losses imposed upon or incurred with respect to Pre-Closing Taxes of the Company, (iv) any claims by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way Person after the Closing for payment relating to any one or more equity securities of the following: Company immediately prior to the Closing, (av) any accidentIndebtedness of the Company that is not included in Closing Indebtedness, injury to and (vi) any Seller Expenses not taken into account in the Estimated Consideration or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; Final Consideration. (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder Subject to the extent that such Indemnified Liabilities arise from other provisions of this Article 10, Purchaser shall, and shall cause the gross negligenceCompany to, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold each Seller and their respective Affiliates, officers, directors, employees, partners, stockholders, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (each a “Seller Indemnitee”) harmless from any Loss incurred that arises out of or results, directly or indirectly, from (i) any breach of any representation or warranty made by Purchaser (A) contained in this Agreement or (B) in any certificate or other instrument or document delivered by Purchaser to the Company or the Representative pursuant to this Agreement, and (ii) any breach by Purchaser of any of its covenants or agreements contained herein. (c) The obligations to indemnify and hold harmless pursuant to this Section 10.2 shall survive the consummation of the transactions contemplated hereby for the applicable periods set forth in the preceding sentence may be unenforceable because it violates any law or public policySection 10.1, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law except for claims for indemnification asserted prior to the payment and satisfaction end of all Indemnified Liabilities incurred by Lenderan applicable period (which claims shall survive until final resolution thereof).

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

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

General Indemnification. Borrower shall Mortgagors shall, at their sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties Indemnitees from and against any and all Losses losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for an Indemnitee) (collectively, “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties Indemnitees and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyevidenced by the Note and secured by this Security Instrument provided that such indemnity shall not, the “Indemnified Liabilities”); providedas to any Indemnitee, however, that Borrower shall not have any obligation to Lender hereunder be available to the extent that such Indemnified Liabilities arise Losses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lendersuch Indemnitee or (ii) result from a claim brought by any Mortgagor or other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if any Mortgagor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To Any amounts payable to Mortgagee by reason of the extent that application of this Section 10.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderMortgagee until paid.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingfollowing except to the extent caused solely by the illegal acts, fraud, gross negligence or willful misconduct of any Indemnified Party: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, Management Agreement or any Property Document, PILOT Lease and/or PILOT Document (as applicable); (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by ▇▇▇▇▇▇) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise from application of this Section 12.1 shall be due and payable within ten (10) Business Days after demand, and if not timely paid, thereafter shall bear interest at the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by LenderDefault Rate until paid.

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

General Indemnification. Borrower In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and hold harmless its principals, partners, officers, members, directors, shareholders, employees, managers and agents (collectively, the “Landlord Indemnified Parties Parties”), from and against any all liabilities, obligations, claims, damages, penalties, causes of action, costs and all Losses expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against any a Landlord Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingParty by reason of: (ai) except to the extent caused solely as a result of such Landlord Indemnified Party’s gross negligence or willful misconduct, any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Leased Property or any part thereof or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or wayscontrol of Tenant; (bii) any use, nonuse misuse, non-use, condition, maintenance or condition in, on or about repair by Tenant of the Property or Leased Property; (iii) any part thereof or failure on the adjoining sidewalks, curbs, adjacent property part of Tenant to perform or adjacent parking areas, streets or wayscomply with any of the terms of this Lease; (civ) the non-performance of any labor or services or of the furnishing terms and provisions of any materials Property Document that Tenant is required to perform pursuant to this Lease and all existing and future subleases or management agreements of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Tenant of any Legal Requirement or Insurance Requirement, including all Gaming Regulations and any other payment or other property in obligations Tenant has with the Gaming Authorities; (vii) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect of to the Property Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant, including contractual obligations arising from any collective bargaining agreement; (dviii) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which lien or claim that may be asserted against Lender the Facility (or any part thereof) arising from the acts or omissions of Tenant, including without limitation liens (A) being contested by reason Tenant pursuant to Article XII or (B) arising out of any alleged obligations or undertakings on its part failure by Tenant to perform its obligations hereunder or discharge under any of instrument or agreement affecting the termsFacility (or any part thereof); (ix) any litigation brought against Tenant, covenantsthe Leased Property, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable a Landlord Indemnified Party in connection with the funding of the Loan (collectively, the “Leased Property for any reason other than such Landlord Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the Party’s gross negligence, illegal actsand (x) arising under any collective bargaining agreements affecting the Leased Property or the employees of Tenant, fraud including all amounts of withdrawal liability, in each case, whether incurred prior to, at, or willful misconduct following the Commencement Date. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non-appealable judgment or settlement or other agreement of Lender. To the extent that parties, and if not timely paid shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Overdue Rate from the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law date of such determination to the payment date of payment. Tenant, at its sole cost and satisfaction expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against a Landlord Indemnified Party. For purposes of all Indemnified Liabilities incurred this Article XXI, any acts or omissions of Tenant, or by Lenderemployees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

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

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

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