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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

General Indemnification. Borrower shall indemnify, defend and hold harmless 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 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. 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 1000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security Instrument is made; (i) any failure of the 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. 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 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 shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; (collectivelyg) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts, (h) any material breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the “Indemnified Liabilities”)other Loan Documents; and/or (i) any untrue statement or alleged untrue statement of material fact contained in the Provided Information or any omission or alleged omission to state a material fact required to be stated in the Provided Information or necessary in order to make the statements in the Provided Information, in light of the circumstances under which they were made, not misleading; provided, however, that Borrower the foregoing indemnity shall not have apply to any obligation to Lender hereunder matter to the extent that such Indemnified Liabilities arise arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of Lenderan Indemnified Party. To Any amounts payable to Lender by reason of the extent that application of this Section 12.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

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

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

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

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

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all 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. 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. (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 Xxxxxx by reason of Xxxxxx’s willful misconduct or gross negligence. (b) If Xxxxxx 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 Xxxxxx 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, Xxxxxx 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 Xxxxxxxx, 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 LenderXxxxxx, 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 Xxxxxx and Xxxxxx’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 Xxxxxx’s in-house counsel.

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

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

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

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

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

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties for, from and against any and all Losses claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including but not limited to attorneys’ fees and other costs of defense) (the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following, except to the extent the following relate solely to an Indemnified Party’s gross negligence or willful misconduct: (a) any Event of Default; (b) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Security Instrument or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any Guarantor or Indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (c) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (bd) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking 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; (de) any failure on the part of Borrower to perform or be in compliance with any of the terms of this Security Instrument; (0 the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security Instrument is made; (g) any failure of the Property to be in compliance with any applicable Legal RequirementsApplicable Laws; (eh) the enforcement by any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any Indemnified Party of the terms, covenants, or agreements contained in any Leaseprovisions of this Article 11; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (gi) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan; (j) any misrepresentation made by Borrower in this Security Instrument or any other Loan Document; or (collectivelyk) any other transaction arising out of or in any way connected with the Property or the Loan. Any amounts payable to Lender by reason of the application of this Section 11.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Article 11, the term “Indemnified Liabilities”); provided, however, that Borrower shall not Parties” means Lender and any person or entity who is or will have any obligation to Lender hereunder to 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 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 and persons and entities who may be unenforceable because it violates any law hold or public policyacquire or will have held a full or partial interest in the Loan, Borrower shall pay including, but not limited to, custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by LenderLoan.

General Indemnification. (i) The Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties General Indemnitees from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties General Indemnitees and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) the Borrower using the proceeds of the Loan for any purpose other than as contemplated under this Agreement and the other Loan Documents; (b) the failure of the Borrower to perform any obligations as and when required by this Agreement or any of the other Loan Documents; (c) any failure at any time of any of the Borrower’s representations or warranties to be true and correct in any material respect; (d) any accident, injury to to, or death of persons or loss of or damage to property occurring in, on on, or about the Property Mortgaged Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property property, or adjacent parking areas, streets streets, or ways; (be) any use, nonuse nonuse, or condition in, on on, or about the Property Mortgaged Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property property, or adjacent parking areas, streets or ways; (cf) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Mortgaged Premises or any part thereof; (dg) any failure of the Property Mortgaged Premises to be in compliance with any applicable Legal RequirementsLaws; (eh) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations claims, demands, 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 (gi) the payment of any commission, charge charge, or brokerage fee to anyone which may be payable in connection with the funding of the Loan Loan; (collectively, j) the “Indemnified Liabilities”); provided, however, that Borrower shall not have non-payment of any obligation documentary stamp tax or intangibles tax which is required to Lender hereunder be paid in connection with the recording of the Security Instrument against the Mortgaged Premises (net of any recovery to the extent that such Indemnified Liabilities arise Administrative Agent under a mortgage tax endorsement to the Title Insurance Policy), or otherwise resulting from or arising out of the gross negligenceAdministrative [LOAN AGREEMENT] Voya Loan No. 30325 Agent’s acceptance of the assignment of the existing notes, illegal actsmortgages, fraud and other loan documents encumbering the Mortgaged Premises as of the Closing Date, or willful misconduct (k) otherwise relating to or arising out of Lender. To this Agreement or any of the extent that the undertaking to other Loan Documents, or any act, event, or transaction related or attendant thereto. (ii) The Borrower shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the General Indemnitees from and against any and all Losses imposed upon or incurred by or asserted against any General Indemnitees and directly or indirectly arising out of or in any way relating to a breach of the covenants, representations and warranties set forth in Section 3.12 of this Agreement. (iii) Upon written request by any General Xxxxxxxxxx, the preceding sentence may be unenforceable because it violates Borrower shall defend such General Xxxxxxxxxx (if requested by any law General Xxxxxxxxxx, in the name of the General Indemnitee) by attorneys and other professionals approved by the General Xxxxxxxxxxx. Notwithstanding the foregoing to the contrary, any General Indemnitees may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or public policyassist them, and, at the option of the General Indemnitees, their attorneys shall control the resolution of any claim or proceeding. Upon demand, the Borrower shall pay or, in the maximum portion that it sole discretion of the General Indemnitees, reimburse, the General Indemnitees for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories, and other professionals in connection therewith. Any amounts payable to any General Indemnitee by reason of the application of this Section 10.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is permitted sustained by such General Indemnitee until paid in full. (iv) The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release, and hold harmless the General Indemnitees from and against any and all Losses imposed upon or incurred by or asserted against any General Indemnitees and directly or indirectly arising out of or in any way relating to pay and satisfy under applicable law any tax on the making and/or recording of the Security Instrument, the Notes, or any of the other Loan Documents other than income tax incurred from income to the payment Lenders from this Loan. (v) The Borrower’s indemnification obligations set forth above in this Section 10.4 shall survive any termination or expiration of the Loan Documents evidencing or securing the Loan and/or the repayment of the Indebtedness, including, without limitation, any foreclosure of the Security Instrument or deed-in-lieu of foreclosure thereof, it being understood and satisfaction agreed that the indemnity given herein is independent of all Indemnified Liabilities incurred by Lenderthe Indebtedness and the Loan Documents.

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property (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 Mezzanine Lender. To , (iii) the extent that gross negligence, bad faith, illegal acts, fraud, willful misconduct or act outside the undertaking scope of authority of, any receiver appointed with respect to indemnifythe Property, defend 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 Mezzanine Lender forecloses on the pledge given to Mezzanine Lender, takes title to the interests of Mezzanine Borrower or assumes control of Borrower to the exclusion of Mezzanine Borrower (and hold harmless set forth in for the preceding sentence may be unenforceable because it violates any law or public policyavoidance of doubt, Borrower shall pay the maximum portion that it is permitted be liable with respect to pay and satisfy under applicable law any act taken, or omission, to the payment extent the right to vote or control such matter rests with Mezzanine Borrower). Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and 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 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 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 any Indemnified Party hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lendersuch Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

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; (ea) any and all claims and demands whatsoever which may be asserted against Lender by reason 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 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 Xxxxxx 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 A. Supplier shall, to the fullest extent permitted by law, protect, defend, indemnify, defend and hold Yurcor and Xxxxx 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 Xxxxx 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 Xxxxx harmless from any and all claims and demands whatsoever which may be or liabilities asserted against Lender Yurcor or Xxxxx 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 Xxxxx 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 Xxxxx and Supplier shall indemnify Yurcor and Xxxxx in respect of all loss, damage or injury and all costs and other liabilities incurred by Yurcor or Xxxxx 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 Xxxxx 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 Xxxxx’ s benefit plans or provide severance benefits under law, Supplier shall pay reimburse Yurcor, Intel or Xxxxx 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. 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 Deed of Trust, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysways not attributable to Lender's gross negligence or intentional misconduct; (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 in any material respect with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.213

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; (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.other

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. 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 Xxxxxx) which may be payable in connection with the funding of the Loan Loan; and/or (collectively, g) the “Indemnified Liabilities”); provided, however, that Borrower shall not have holding or investing of the funds on deposit in the Accounts or the performance of any obligation work or the disbursement of funds in each case in connection with the Accounts. Any amounts payable to Lender hereunder to by reason of the extent that such Indemnified Liabilities arise application of this Section 12.1 shall become immediately due and payable and shall bear interest at the Default Rate from the gross negligence, illegal acts, fraud date loss or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred sustained by LenderLender until paid.

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

General Indemnification. Borrower shall Borrowers shall, jointly and severally, at their sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all actual Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 -100- investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Reserve Funds (collectively, the “Indemnified Liabilities”); provided, however, that Borrower Borrowers shall not have any obligation to Lender hereunder for the Indemnified Liabilities to the extent that such Indemnified Liabilities arise from solely caused by the gross negligence, illegal acts, fraud negligence or willful misconduct of Lender. To Any amounts payable to Indemnified Parties by reason of the extent that application of this Section 12.1 shall become immediately due and payable and shall bear interest at the undertaking to indemnify, defend and hold harmless set forth in Default Rate from the preceding sentence may be unenforceable because it violates any law date loss or public policy, Borrower shall pay the maximum portion that it damage is permitted to pay and satisfy under applicable law to the payment and satisfaction of all sustained by Indemnified Liabilities incurred by LenderParties until paid.

General Indemnification. Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 -131- 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 substantial compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts 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 (a) arise from the gross negligence, illegal acts, fraud or willful misconduct of LenderLender or (b) arise solely from matters occurring after Lender or its designee or any subsequent purchaser of the Loan or the Property takes possession of the Property or any portion thereof. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by Lenderthe Indemnified Parties.

General Indemnification. Borrower shall indemnify, defend Borrowers agree to indemnify and hold harmless the Indemnified Parties each Lender from and against any and all Losses imposed upon claims, actions and suits whether groundless or incurred by or asserted otherwise, and from and against any Indemnified Parties and directly or indirectly all liabilities, losses, damages and expenses of every nature and character arising out of this Credit Agreement or in any way relating to any one or more of the following: other Loan Documents or the transactions contemplated hereby or thereby, including (a) any accidentactual or proposed use by any Borrower of the proceeds of any of the Loans, (b) Borrowers entering into or performing this Credit Agreement or any of the other Loan Documents or (c) with respect to Borrowers and their properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threatened release of any Hazardous substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to claims with respect to wrongful death, personal injury to or death of persons or loss of or damage to property occurring inproperty), on or about in each case including the Property or any part thereof or on reasonable fees and disbursements of counsel for the adjoining sidewalksAgent, 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 incurred in connection with the funding of the Loan (collectivelyany such investigation, the “Indemnified Liabilities”)litigation or other proceeding; provided, however, that Borrower Borrowers shall not have any obligation to Lender hereunder indemnify the Agent or the Lenders for any liabilities, losses, damages or other expenses to the extent such liabilities, losses, damages or other expenses result directly from the Agent's or any Lender's gross negligence, fraud or willful misconduct, as finally determined (after expiration of all appeals) by a court of competent jurisdiction. If, and to the extent that such Indemnified Liabilities arise from the gross negligenceobligations of Borrowers under this ss.15 are unenforceable for any reason, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking Borrowers hereby agree to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by Lendersuch obligations which is permissible under applicable law.

General Indemnification. (a) Borrower shall indemnify, defend and hold Lender harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingagainst: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (ei) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and demands whatsoever (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against against, imposed on or incurred by Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectivelyDebt, this Security Instrument, the “Indemnified Liabilities”)Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Security Instrument or the performance by or on behalf of Borrower of any construction on the Property; 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 litigation or claim, of the type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. Notwithstanding the foregoing, in the preceding sentence may event any such claim, litigation or other action is brought against Lender, Borrower and Lender agree that Lender shall utilize counsel designated by Borrower, at Borrower's sole cost and expense, which counsel must be unenforceable because it violates satisfactory to Lender, provided, however, that (i) no settlement of any law such claim, litigation or public policyother action shall be made without the Lender's prior written consent and (ii) in the event that Lender or such counsel determines that a conflict of interest exists, Lender shall have the right to retain separate counsel, the reasonable fees and expenses of which shall be borne by Borrower. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the 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.

General Indemnification. Borrower Seller shall defend, indemnify, defend and hold Buyer harmless the Indemnified Parties from and against any and all Losses imposed upon or claims, demands, and/or causes of action seeking to recover any economic, property, personal injury and/or other damages incurred by or asserted against any Indemnified Parties and directly or indirectly recovered from Seller predicated upon, arising out of or related to: (1) an alleged defect in the design, manufacture or assembly of any Goods or services provided by Seller to Buyer; (2) an alleged failure to warn of a risk any such Goods or services creates; (3) any recall pertaining to a condition of defect in any way relating Goods supplied to Buyer by Seller; (4) Seller’s breach of these Terms or of any one warranty or more representation given herein (5) the acts, omission or violation of the following: (a) any accident, injury to or death of persons or loss law of or damage to property occurring in, on by Seller 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 representatives in connection with providing Goods to Buyer and/or in the funding course of any business with Buyer; (6) any injuries or damages claimed or sustained by Seller’s representatives which occur on Buyer’s premises. Seller must cooperate with Buyer in the Loan defense or settlement of any such claims, demands, and/or causes of action; and/or (collectively7) a security incident and/or breach resulting in the unauthorized access of confidential, the “Indemnified Liabilities”proprietary, and/or personal data (including that of a retail owner) caused in whole or in part by Seller or Seller’s Goods or services (including related software and services); provided. This defense, howeverindemnity, 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 obligation includes holding Buyer harmless from and against all attorney fees and litigation expenses as well as any expenses or costs incurred for any recall. For the avoidance of doubt, Seller’s obligations listed in this Section shall extend to Buyer, each of its current and future parents, subsidiaries, and affiliates, and the preceding sentence may be unenforceable because it violates any law or public policyrespective directors, Borrower shall pay the maximum portion that it is permitted to pay officers, employees and satisfy under applicable law to the payment agents of Buyer and satisfaction of all Indemnified Liabilities incurred by Lenderits parents, subsidiaries, and other affiliates.

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

General Indemnification. Borrower shall indemnify, defend The terms and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more conditions of the followingsecond paragraph of Section 7.07 of the Indenture regarding indemnification are hereby incorporated herein by reference, and are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein; provided the terms “Trustee” and “Indemnified Party” as used therein shall, solely for purposes herein, be replaced with the term “Indemnified Party” (as defined in this Security Instrument), the term “Indenture” as used therein shall, solely for purposes herein, be replaced with the term “Security Instrument”, and the term “Claims” as used therein shall, solely for purposes herein, be amended to exclude subsection (b) thereof and include: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 Grantee or any Secured Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Operating Lease or any Lease [(including the Ground Lease)]; or (f) the holding or investing of the Reserve Accounts 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 (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 LenderSecured Obligations.

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

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

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

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

General Indemnification. Borrower shall shall, at its sole cost and expense, protect, defend, indemnify, defend release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof of it or on 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 of it or on the adjoining sidewalks, curbs, adjacent property or adjacent parking 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 thereofof it; (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 (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 13.1 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 Lenderdamage is sustained by Lender until paid. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.The term “

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

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

General Indemnification. Borrower shall indemnify, defend The terms and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more conditions of the followingsecond paragraph of Section 7.07 of the Indenture regarding indemnification are hereby incorporated herein by reference, and are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein; provided the terms “Trustee” and “Indemnified Party” as used therein shall, solely for purposes herein, be replaced with the term “Indemnified Party” (as defined in this Security Instrument), the term “Indenture” as used therein shall, solely for purposes herein, be replaced with the term “Security Instrument”, and the term “Claims” as used therein shall, solely for purposes herein, be amended to exclude subsection (b) thereof and include: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the 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 Mortgagee or any Secured Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Operating Lease or any Lease [(including the Ground Lease)]; or (f) the holding or investing of the Reserve Accounts 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 (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 LenderSecured Obligations.

General Indemnification. (a) Both Grantor and Borrower shall indemnify, defend and hold Beneficiary 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 Beneficiary’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against Lender against, imposed on or incurred by reason of any alleged obligations Beneficiary 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 Beneficiary or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Grantor or 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 Beneficiary from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Beneficiary by reason of Beneficiary’s willful misconduct or gross negligence. (b) If Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Beneficiary 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 Beneficiary shall notify Grantor or Borrower of such litigation or claim and both Grantor and Borrower shall indemnify, defend and hold Beneficiary 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 Beneficiary 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 Beneficiary commences an action against both Grantor and Borrower to enforce any law of the terms hereof or public policyto prosecute any breach by both Grantor and Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Beneficiary its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses. If Grantor or Borrower breaches any term of this Security Instrument, Beneficiary 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 and/or Grantor, Borrower shall pay Beneficiary 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 LenderBeneficiary, whether or not an action is actually commenced against Borrower or Grantor 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 Beneficiary and Beneficiary’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 reasonable fees of such attorney or law firm and any reasonable allocation charges and allocation costs of Beneficiary’s in-house counsel.

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

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

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

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

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

General Indemnification. Borrower shall 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 followingfollowing to the extent the event occurred during the period that Borrower owns the Property: (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 claiming to be paid by or through Borrower and 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.