Common use of Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity Clause in Contracts

Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity. (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender within ten (10) Business Days after receipt of written notice from Lender, for all reasonable out-of-pocket costs and expenses (including reasonable, out of pocket attorneys’ fees and disbursements) incurred by Lender in connection with (i) the ongoing performance of and compliance with agreements and covenants of Borrower and Guarantors contained in this Agreement and the other Loan Documents, including, without limitation, confirming compliance with environmental and insurance requirements (but excluding monthly servicing fees due to the Servicer under the Servicing Agreement); (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; (vi) enforcing any obligations of or collecting any payments due from Borrower and Guarantors under this Agreement, the other Loan Documents or with respect to the Property; (vii) following the transfer of the Loan to “special servicing” after an Event of Default or written notice from Borrower or its Affiliate that an Event of Default is imminently likely to occur, any “special servicing” fees; and (viii) any cost or expense relating to a restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings (including, without limitation, loan servicing or special servicing fees, loan advances, and “work‑out” and/or liquidation fees); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any costs due and payable to Lender may be paid to Lender pursuant to the Cash Management Agreement. (b) Borrower shall indemnify, defend and hold harmless Lender and its officers, directors, agents, employees (and the successors and assigns of the foregoing) (each, a “Lender Indemnitee”) from and against any and all Losses (including, without limitation, the reasonable, out of pocket fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened), other than consequential or punitive damages that may be imposed on, incurred by, or asserted against the Lender Indemnitees in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. 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 the Lender Indemnitees. (c) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, and hold harmless each Lender Indemnitee from and against any and all Losses imposed upon or incurred by or asserted against any Lender Indemnitee and directly or indirectly arising out of (i) any tax on the making and/or recording of the Mortgage, the Note or any of the other Loan Documents, or (ii) any transfer taxes incurred in connection with a foreclosure of the Mortgage by Lender or its designee; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (d) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses (including, without limitation, reasonable, out of pocket attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.10 of this Agreement; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (e) The indemnification obligations of Borrower under this Section 11.13 shall survive the repayment of the Loan for two (2) years.

Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity. (a) Subject to Section 9.6 and 13.11 or otherwise expressly set forth in this Agreement, Borrower shall pay or, if Borrower fails to pay, reimburse Administrative Agent and each Lender within ten (10) Business Days after upon receipt of written notice from Administrative Agent or any Lender, for all reasonable out-of-pocket costs and expenses (including reasonable, out of pocket attorneys’ fees and disbursements) incurred by Lender Administrative Agent and/or Lenders in connection with (i) the ongoing performance of and compliance with agreements and covenants of Borrower and Guarantors Guarantor contained in this Agreement and the other Loan Documents, including, without limitation, confirming compliance with environmental and insurance requirements (but excluding monthly servicing fees due to the Servicer any servicer under the Servicing Agreementany servicing agreement); (ii) Administrative Agent and/or Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing DateDate (other than monthly servicing fees due to any servicer under any servicing agreement); (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by BorrowerBorrower (other than as set forth in Article IX); (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Administrative Agent and/or Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender Administrative Agent, for the benefit of Lenders pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; (vi) enforcing any obligations of or collecting any payments due from Borrower and Guarantors Guarantor under this Agreement, the other Loan Documents or with respect to the Property; (vii) following the transfer of the Loan to “special servicing” after an Event of Default or written notice from Borrower or its Affiliate that an Event of Default is imminently likely to occur, any “special servicing” feesfees (other than as set forth in Article IX); and (viii) any cost or expense relating to a restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings (including, without limitation, loan servicing or special servicing fees, loan advances, and “work‑out” and/or liquidation fees); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Administrative Agent and/or Lender. Any costs due and payable to Administrative Agent and/or Lender may be paid to Administrative Agent and/or Lender pursuant to the Cash Management Agreement. Notwithstanding anything to the contrary in any of the Loan Documents, reasonable, out-of-pocket cost shall include for all purposes Administrative Agent and/or Lender’s internal costs of review, such as an appraisal reviews, cost analysis reviews, inspection reviews and environmental reviews, to the extent the same are not materially more costly than corresponding market rates for such services. In addition to the amounts set forth above, Borrower shall pay to Administrative Agent, in equal monthly installments, a loan administration fee equal to $30,000 per annum. (b) Borrower shall indemnify, defend and hold harmless Administrative Agent, each Lender and its their respective officers, directors, agents, employees (and the successors and assigns of the foregoing) (each, a “Lender IndemniteeIndemnified Party”) from and against any and all Losses (including, without limitation, the reasonable, out of pocket fees and disbursements of counsel for the Lender Indemnitees Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened), other than special, treble, consequential or punitive damages (except to the extent required to be paid by Administrative Agent and/or Lender to any third party), that may be imposed on, incurred by, or asserted against the Lender Indemnitees Indemnified Parties in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Lender Indemnitees Indemnified Parties hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender IndemniteeIndemnified 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 the Lender IndemniteesIndemnified Parties. (c) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee Indemnified Party from and against any and all Losses imposed upon or incurred by or asserted against any Lender Indemnitee Indemnified Party and directly or indirectly arising out of (i) any tax (other than Excluded Taxes) on the making and/or recording of the Mortgage, the Note or any of the other Loan Documents, or (ii) any transfer taxes (other than Excluded Taxes) incurred in connection with a foreclosure of the Mortgage by Lender Administrative Agent or its designee (on behalf of the Lenders) and any subsequent transfer of the Property by Administrative Agent or its designee; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees Indemnified Parties hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender IndemniteeIndemnified Party. (d) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee Indemnified Party from and against any and all Losses (including, without limitation, reasonable, out of pocket attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any non-exempt prohibited transaction or in the sale of a prohibited loantransaction, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in LenderAdministrative Agent’s sole reasonable discretion) that Lender Administrative Agent may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.10 of this Agreement; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees Indemnified Parties hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender IndemniteeIndemnified Party. (e) The indemnification obligations of Borrower under this Section 11.13 shall survive the repayment of the Loan for two (2) yearsLoan.

Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity. (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender within ten (10) Business Days after upon receipt of written notice from Lender, for all reasonable out-of-pocket costs and expenses (including reasonable, out of pocket reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the ongoing performance of and compliance with agreements and covenants of Borrower and Guarantors Guarantor contained in this Agreement and the other Loan Documents, including, without limitation, confirming compliance with environmental and insurance requirements (but excluding monthly servicing fees due to the Servicer under the Servicing Agreement); (ii) Lender’s and Servicer’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing DateDate (other than monthly servicing fees due to the Servicer under the Servicing Agreement); (iii) the negotiation, preparation, execution, delivery and administration of this Agreement and the other Loan Documents on the Closing Date and any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by BorrowerBxxxxxxx thereafter; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third third-party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; (vi) enforcing any obligations of or collecting any payments due from Borrower and Guarantors Guarantor under this Agreement, the other Loan Documents or with respect to the Property; (vii) following the transfer of the Loan to “special servicing” after an Event of Default or written notice from Borrower or its Affiliate that an Event of Default is imminently likely to occur, any “special servicing” fees; and (viii) any cost or expense relating to a restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings (including, without limitation, loan servicing or special servicing fees, loan advances, and “work‑outwork-out” and/or liquidation fees); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any costs due and payable to Lender may be paid to Lender pursuant to the Cash Management Agreement. (b) Borrower shall indemnify, defend and hold harmless Lender and its Servicer and their respective officers, directors, agents, employees (and the successors and assigns of the foregoing) (each, a “Lender Indemnitee”) from and against any and all Losses (including, without limitation, the reasonable, out of pocket reasonable fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Lender Indemnitees shall be designated a party thereto), other than consequential or punitive damages that may be imposed on, incurred by, or asserted against the Lender Indemnitees in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any the Lender IndemniteeIndemnitees. 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 the Lender Indemnitees. (c) Borrower shall, at its reasonable sole cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses imposed upon or incurred by or asserted against any Lender Indemnitee and directly or indirectly arising out of or in any way relating to (i) any tax Tax on the making and/or recording of the Mortgage, the Note or any of the other Loan Documents, or (ii) any transfer taxes Taxes incurred in connection with a foreclosure of the Mortgage by Lender or its designee and any subsequent transfer of the Property by Lender or its designee; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (d) Borrower shall, at its reasonable sole cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses (including, without limitation, reasonable, out of pocket reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.10 4.2.11 of this Agreement; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (e) The indemnification obligations of Borrower under this Section 11.13 shall survive the repayment of the Loan for two (2) years.

Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity. (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender Agent within ten (10) Business Days after following receipt of written notice (which shall include invoices or such other reasonable documentation evidencing the amounts for which reimbursement is sought) from LenderAgent, for all reasonable out-of-pocket costs and expenses (including reasonable, out of pocket reasonable attorneys’ fees and disbursements) incurred by Lender Agent in connection with (i) the ongoing performance of and compliance with agreements and covenants of Borrower and Guarantors Guarantor contained in this Agreement and the other Loan Documents, including, without limitation, confirming compliance with environmental and insurance requirements (but excluding monthly servicing fees due to the Servicer under the Servicing Agreement); (ii) LenderAgent’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing DateDate (but excluding monthly servicing fees due to the Servicer under the Servicing Agreement); (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender Agent all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender Agent and/or Lenders pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; (vi) enforcing any obligations of or collecting any payments due from Borrower and Guarantors Guarantor under this Agreement, the other Loan Documents or with respect to the Property; (vii) the cost of any appraisal ordered by Agent as contemplated by this Agreement; (viii) following the transfer of the Loan to “special servicing” after an Event of Default or written notice from Borrower or its Affiliate that an Event of Default is imminently likely to occur, any “special servicing” fees; and (viiiix) any cost or expense relating to a restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings (including, without limitation, loan servicing or special servicing fees, loan advances, and “work‑outwork-out” and/or liquidation fees); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of LenderAgent. Any costs due and payable to Lender Agent may be paid to Lender Agent pursuant to the Cash Management Agreement. (b) Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless Lender and its officers, directors, agents, employees Indemnitees (and the successors and assigns of the foregoing) (each, a “Lender Indemnitee”defined below) from and against any and all Losses (including, without limitation, the reasonable, out of pocket reasonable fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Lender Indemnitees shall be designated a party thereto), other than consequential or punitive damages that may be actually imposed onupon, incurred by, or asserted against the any Lender Indemnitees in any manner relating to and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan Loan; (collectivelyiii) ownership of the Loan, the “Indemnified Liabilities”)Mortgage, the Property or any interest therein or receipt of any Rents; (iv) any amendment to, or restructuring of, the Debt, the Note, this Agreement, the Mortgage, or any other Loan Documents; (v) any and all lawful action that may be taken by Agent or Lender in connection with the enforcement of the provisions of this Agreement, the Mortgage, 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 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; (vi) 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; (vii) 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; (viii) any failure on the part of Borrower to perform or be in compliance with any of the terms of the Mortgage, the Note, this Agreement or the other Loan Documents; (ix) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (x) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the Loan; (xi) any failure of the Property to be in compliance with any Legal Requirements; (xii) the enforcement by any Lender Indemnitee of the provisions of this Section 11.13; (xiii) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (xiv) 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 (xv) any misrepresentation made by Borrower in this Agreement, the Mortgage or any other Loan Document; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities Losses arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any the Lender IndemniteeIndemnitees. 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 Losses incurred by the Lender Indemnitees. (c) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, and hold harmless each . Any amounts payable to Lender Indemnitee from and against any and all Losses imposed upon or incurred by or asserted against any Lender Indemnitee and directly or indirectly arising out of (i) any tax on the making and/or recording reason of the Mortgage, the Note or any application of the other Loan Documents, or (ii) any transfer taxes incurred in connection with a foreclosure of the Mortgage by Lender or its designee; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (d) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses (including, without limitation, reasonable, out of pocket attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.10 of this Agreement; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (e) The indemnification obligations of Borrower under this Section 11.13 shall survive become immediately due and payable and shall bear interest at the repayment of Default Rate from the Loan for two (2) yearsdate loss or damage is sustained by Lender until paid.

Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity. (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender Agent within ten (10) Business Days after following receipt of written notice (which shall include invoices or such other reasonable documentation evidencing the amounts for which reimbursement is sought) from LenderAgent, for all reasonable out-of-pocket costs and expenses (including reasonable, out of pocket reasonable attorneys’ fees and disbursements) incurred by Lender Agent in connection with (i) the ongoing performance of and compliance with agreements and covenants of Borrower and Guarantors Guarantor contained in this Agreement and the other Loan Documents, including, without limitation, confirming compliance with environmental and insurance requirements (but excluding monthly servicing fees due to the Servicer under the Servicing Agreement); (ii) LenderAgent’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing DateDate (but excluding monthly servicing fees due to the Servicer under the Servicing Agreement); (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender Agent all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender Agent and/or Lenders pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; (vi) enforcing any obligations of or collecting any payments due from Borrower and Guarantors Guarantor under this Agreement, the other Loan Documents or with respect to the Property; (vii) the cost of any appraisal ordered by Agent as contemplated by this Agreement; (viii) following the transfer of the Loan to “special servicing” after an Event of Default or written notice from Borrower or its Affiliate that an Event of Default is imminently likely to occur, any “special servicing” fees; and (viiiix) any cost or expense relating to a restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings (including, without limitation, loan servicing or special servicing fees, loan advances, and “work‑outwork-out” and/or liquidation fees); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of LenderAgent. Any costs due and payable to Lender Agent may be paid to Lender Agent pursuant to the Cash Management Agreement. (b) Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless Lender and its officers, directors, agents, employees Indemnitees (and the successors and assigns of the foregoing) (each, a “Lender Indemnitee”defined below) from and against any and all Losses (including, without limitation, the reasonable, out of pocket reasonable fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Lender Indemnitees shall be designated a party thereto), other than consequential or punitive damages that may be actually imposed onupon, incurred by, or asserted against the any Lender Indemnitees in any manner relating to and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan Loan; (collectivelyiii) ownership of the Loan, the “Indemnified Liabilities”)Mortgage, the Property or any interest therein or receipt of any Rents; (iv) any amendment to, or restructuring of, the Debt, the Note, this Agreement, the Mortgage, or any other Loan Documents; (v) any and all lawful action that may be taken by Agent or Lender in connection with the enforcement of the provisions of this Agreement, the Mortgage, 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 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; (vi) 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; (vii) 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; (viii) any failure on the part of Borrower to perform or be in compliance with any of the terms of the Mortgage, the Note, this Agreement or the other Loan Documents; (ix) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (x) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the Loan; (xi) any failure of the Property to be in compliance with any Legal Requirements; (xii) the enforcement by any Lender Indemnitee of the provisions of this Section 11.13; (xiii) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (xiv) 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 (xv) any misrepresentation made by Borrower in this Agreement, the Mortgage or any other Loan Document; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities Losses arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any the Lender IndemniteeIndemnitees. 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 Losses incurred by the Lender Indemnitees. (c) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, and hold harmless each . Any amounts payable to Lender Indemnitee from and against any and all Losses imposed upon or incurred by or asserted against any Lender Indemnitee and directly or indirectly arising out of (i) any tax on the making and/or recording reason of the Mortgage, the Note or any application of the other Loan Documents, or (ii) any transfer taxes incurred in connection with a foreclosure of the Mortgage by Lender or its designee; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (d) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses (including, without limitation, reasonable, out of pocket attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.10 of this Agreement; provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Lender Indemnitee. (e) The indemnification obligations of Borrower under this Section 11.13 shall survive become immediately due and payable and shall bear interest at the repayment of Default Rate from the Loan for two (2) yearsdate loss or damage is sustained by Lender until paid.