Common use of Indemnification by Borrower Clause in Contracts

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Properties; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims relating to the Property during Borrower’s ownership thereof arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan Loan, as a result of any act, omission, event or condition existing or occurring on or before the Transition Date, and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. The Borrower agrees to indemnify Lender and to hold Lender harmless each RL Lender, each LC Issuing Bank and the Agent (collectively, the "LC Indemnitees") from and against, and to defend Lender by counsel approved by Lender against, against any and all claims directly claims, damages, losses, liabilities, costs or indirectly arising out expenses (including, without limitation, the reasonable fees and disbursements of counsel) which such LC Indemnitee may reasonably incur (or which may be claimed against such LC Indemnitee by any Person whatsoever) by reason of or resulting from in connection with any transaction, act, omission, event execution and delivery or circumstance in transfer of or payment or failure to pay under any way connected with the Properties Letter of Credit or the Obligations (a “Claim”)any actual or proposed use of any Letter of Credit, including any Claim arising out claims, damages, losses, liabilities, costs or expenses which any LC Issuing Bank may incur by reason of or resulting from (a) any RL Lender's failure by Borrower to comply with the requirements of any Laws or its obligations to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default such LC Issuing Bank hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with any Letter of Credit (but nothing herein contained shall affect any rights the ownership, development, financing, leasing, operation or sale of Borrower may have against such defaulting RL Lender); provided that the Properties; provided, however, that Borrower shall not be obligated required to indemnify Lender with respect any LC Issuing Bank for any claims, damages, losses, liabilities, costs or expenses to any Claim arising solely from the negligence or extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of Lendersuch LC Issuing Bank in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such LC Issuing Bank's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. The agreements and indemnifications contained Nothing in this Section shall apply subsection is intended to Claims arising both before and after limit the repayment obligations of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and Borrower under any other action by Lender to enforce the rights and remedies provision of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documentsthis Section.

Indemnification by Borrower. Borrower and each Permitted Subsidiary agrees to indemnify Lender and to hold Lender harmless for, from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims brought by third parties directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower Borrower, Guarantor or Permitted Subsidiary to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or "finder" in connection with the Loan or other financing of the Property; (bc) any failure by Borrower Borrower, Guarantor or Permitted Subsidiary to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower Borrower, Guarantor or Permitted Subsidiary or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that neither Borrower nor any Permitted Subsidiary shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section 7.14 shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) Construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel reasonably approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. The Borrower hereby agrees to indemnify Lender the Agent and to hold Lender harmless the Banks and each officer, director, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called the “Indemnitees”) from and against, and to defend Lender by counsel approved by Lender against, against any and all claims directly losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee in connection with or indirectly arising out of the execution or resulting from delivery of this Agreement or any transactionagreement or instrument contemplated hereby, act, omission, event or circumstance in any way connected with the Properties performance by the parties hereto of their respective obligations hereunder or the Obligations use of the proceeds of any Advance or Letter of Credit hereunder (a “Claim”)including but not limited to any such loss, including any Claim claim, damage, expense or liability arising out of any claim that any Environmental Law has been breached with respect to any activity or resulting from (a) property of the Borrower), except for any failure by Borrower to comply with portion of such losses, claims, damages, expenses or liabilities incurred solely as a result of the requirements gross negligence or willful misconduct of any Laws or to comply with any agreement that applies the applicable Indemnitee. If and to the Properties; (b) extent that the foregoing indemnity may be unenforceable for any failure by reason, the Borrower hereby agrees to observe make the maximum contribution to the payment and perform any satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations imposed upon provided for in this Section shall survive any termination of this Agreement. Notwithstanding the landlord under foregoing, the Leases; (c) any other Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Properties; provided, however, that Borrower shall not be obligated to indemnify Lender with any Indemnitee in respect of any Indemnified Liabilities arising as a result of the Issuing Bank’s failure to pay under any Claim arising solely from the negligence or willful misconduct Letter of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and Credit after the repayment presentation to it of a request strictly complying with the Loan terms and shall survive the repayment conditions of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies such Letter of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan DocumentsCredit.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties any Eligible Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at any Eligible Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to any Eligible Property, including any agreement with a broker or “finder” in connection with the PropertiesLoan or other financing of any Eligible Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under any of the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Propertiesany Eligible Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any failure by Borrower or any IDOT Guarantor to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (b) any failure by Borrower or any IDOT Guarantor to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other default or Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower Borrower, any IDOT Guarantor or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) the condition of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the PropertiesProperty; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from for, from, and against, and to defend Lender by counsel approved by Lender against, any and all claims third party Claims against Lender directly or indirectly arising out of or resulting from any transaction, act, omission, event event, or circumstance in any way connected with the Properties Collateral or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from from: (a) any operation of the Collateral; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the LeasesCollateral; (c) any other Event of Default hereunder or under any of the other Loan Documents; or and (d) any assertion or allegation that Lender is liable for any act or omission of Borrower any Obligor or any other Person in connection with the ownership, development, financing, leasing, operation operation, or sale of the Properties; providedCollateral, howeverexcept by reason of acts or omissions by Lender constituting criminal conduct, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the negligence fraud, bad faith, willful misfeasance, or willful misconduct of Lendergross negligence. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deedforeclosure, assignment assignment, or conveyance in lieu thereof and any other action by Lender to enforce the its rights and remedies of Lender hereunder or under the other Loan Documents; provided, except however, in no event shall the Lender be indemnified hereunder for acts any Claims or omissions of Lender after taking possession related expense to the extent it results solely from (i) the gross negligence, bad faith or willful misconduct of the Property pursuant Lender or any of its Affiliates or any of the officers, directors, employees, agents, controlling persons, advisors or other representatives, successors or permitted assigns of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), or (ii) Lender’s material breach of its obligations to its remedies Borrower or any Obligor under this Agreement or the other Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) Construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leasesany lease; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents. DECLARATION OF MXXXXXX XXXXXXXXXX, except for acts or omissions EXHIBIT B PAGE 139 Case 2:15-cv-01350-JLR Document 357-2 Filed 06/23/16 Page 119 of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.208

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender in its reasonable discretion against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to release and to indemnify Lender the Indemnified Parties and to hold Lender the Indemnified Parties harmless from and against, and to defend Lender by counsel reasonably approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Junior Loan, including any Claim arising out of or resulting from (a) construction of any Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Junior Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord lessee under the LeasesLease or Project Documents; (cd) any other Default or Event of Default hereunder or under any of the other Junior Loan Documents; or (de) any assertion or allegation that Lender an Indemnified Party is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to (f) the Claims of any Claim broker or finder arising solely from by reason of the negligence execution hereof or willful misconduct the making of Lenderthe Junior Loan; (g) Environmental Matters; or (h) any fraud or material misrepresentation by Borrower. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Junior Loan and shall survive the repayment of the Junior Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Junior Loan Documents, except for acts . Borrower shall employ suitable means to protect from theft or omissions of Lender after taking possession vandalism all portions of the Property pursuant Improvements and all tools and building materials stored on the Land. Upon demand by an Indemnified Party, Borrower shall diligently defend any Environmental Claim which relates to the Project or is threatened or commenced against such Indemnified Party, all at Borrower’s own cost and expense and by counsel to be approved by Lender in the exercise of its remedies under reasonable judgment. In the Loan Documentsalternative, Lender may elect, at any time and for any reason, to conduct its own defense through counsel selected by Lender and at the reasonable cost and expense of Borrower. Notwithstanding the foregoing, in no event shall Borrower be required to release, indemnify or hold harmless an Indemnified Party for any Claims to the extent resulting from such Indemnified Party’s gross negligence or willful misconduct.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. The Borrower agrees to indemnify Lender and to hold Lender harmless each Bank, each LC Issuing Bank and the Agent (collectively, the "LC Indemnitees") from and against, and to defend Lender by counsel approved by Lender against, against any and all claims directly claims, damages, losses, liabilities, costs or indirectly arising out expenses (including, without limitation, the reasonable fees and disbursements of counsel) which such LC Indemnitee may reasonably incur (or which may be claimed against such LC Indemnitee by any Person whatsoever) by reason of or resulting from in connection with any transaction, act, omission, event execution and delivery or circumstance in transfer of or payment or failure to pay under any way connected with the Properties Letter of Credit or the Obligations (a “Claim”)any actual or proposed use of any Letter of Credit, including any Claim arising out claims, damages, losses, liabilities, costs or expenses which any LC Issuing Bank may incur by reason of or resulting from (a) any Bank's failure by Borrower to comply with the requirements of any Laws or its obligations to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default such LC Issuing Bank hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with any Letter of Credit (but nothing herein contained shall affect any rights the ownership, development, financing, leasing, operation or sale of Borrower may have against such defaulting Bank); provided that the Properties; provided, however, that Borrower shall not be obligated required to indemnify Lender with respect any LC Issuing Bank for any claims, damages, losses, liabilities, costs or expenses to any Claim arising solely from the negligence or extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of Lendersuch LC Issuing Bank in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such LC Issuing Bank's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. The agreements and indemnifications contained Nothing in this Section shall apply subsection is intended to Claims arising both before and after limit the repayment obligations of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and Borrower under any other action by Lender to enforce the rights and remedies provision of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documentsthis Section.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) Construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leasesany lease; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) Construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply in all material ways with any agreement that applies or pertains to the Properties; (b) Property, including any failure by Borrower to observe and perform any agreement with a broker or “finder” in connection with the Loan or other financing of the obligations imposed upon the landlord under the LeasesProperty; (c) any other Event of Default hereunder or under any of the other Loan DocumentsDocuments that continues beyond expiration of any applicable notice and/or cure period; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.. 37867101.2 01/05/2021

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the PropertiesProperty; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.thereof

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) construction of any Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Properties; (b) Property, including any failure by Borrower to observe and perform any agreement with a broker or “finder” in connection with the Loan or other financing of the obligations imposed upon the landlord under the LeasesProperty; (c) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all commercially reasonable out-of-pocket costs incurred in connection with claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Properties; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) construction of any Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower hereby agrees to pay and protect, defend, and indemnify and hold Lender and to hold Lender any other Permitted Owner harmless from from, for and against, and to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transactionclaims, actdemands, omissionliabilities, event or circumstance in any way connected with the Properties or the Obligations losses, lawsuits, judgments, and costs and expenses (a “Claim”)including, including any Claim arising out of or resulting from (awithout limitation, reasonable attorneys’ fees) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that which Lender is liable for any act or omission of Borrower or any other Person Permitted Owner may become exposed, or which Lender or any other Permitted Owner may actually incur, in connection with the ownershipPurchase Agreement or in exercising its rights under this Agreement (including, developmentwithout limitation, financing, leasing, operation all such costs and expenses incurred by Lender or sale any other Permitted Owner in connection with the curing of Borrower’s defaults under the Properties; provided, however, that Purchase Agreement and the satisfaction of all conditions precedent to Equity Provider’s obligations under the Purchase Agreement). All such amounts due from Borrower to Lender or any other Permitted Owner pursuant to this section shall not be obligated to indemnify Lender with respect to any Claim arising solely payable upon demand and shall accrue interest at the Past Due Rate from the negligence or willful misconduct date of Lendereach such demand, which interest shall be immediately due and payable. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the LoanTHE FOREGOING INDEMNITY SHALL INCLUDE CLAIMS, any foreclosure or deedDEMANDS, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan DocumentsLIABILITIES, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.LOSSES, LAWSUITS, JUDGMENTS, AND COSTS AND EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF LENDER OR ANY

Indemnification by Borrower. The Borrower hereby agrees to indemnify Lender the Agent, the Lenders, the Swing Line Bank, the L/C Issuer and to hold Lender harmless each officer, director, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called the “Indemnitees”) from and against, and to defend Lender by counsel approved by Lender against, against any and all claims directly losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee in connection with or indirectly arising out of the execution or resulting from delivery of this Agreement or any transactionagreement or instrument contemplated hereby, act, omission, event or circumstance in any way connected with the Properties performance by the parties hereto of their respective obligations hereunder or the Obligations use of the proceeds of any Advance or Letter of Credit hereunder (a “Claim”)including but not limited to any such loss, including any Claim claim, damage, expense or liability arising out of any claim that any Environmental Law has been breached with respect to any activity or resulting from (a) property of the Borrower), except with respect to taxes, which shall be governed by Section 2.17, and except for any failure by Borrower to comply with portion of such losses, claims, damages, expenses or liabilities incurred solely as a result of the requirements gross negligence or willful misconduct of any Laws or to comply with any agreement that applies the applicable Indemnitee. If and to the Properties; (b) extent that the foregoing indemnity may be unenforceable for any failure by reason, the Borrower hereby agrees to observe make the maximum contribution to the payment and perform any satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations imposed upon provided for in this Section shall survive any termination of this Agreement. Notwithstanding the landlord under foregoing, the Leases; (c) any other Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Properties; provided, however, that Borrower shall not be obligated to indemnify Lender with any Indemnitee in respect of any Indemnified Liabilities arising as a result of the Issuing Bank’s failure to pay any Claim arising solely from the negligence or willful misconduct Letter of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and Credit after the repayment presentation to it of a request strictly complying with the Loan terms and shall survive the repayment conditions of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies such Letter of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan DocumentsCredit.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising XxxX/Xxxxxxxxx Xxxx Loan Agreement #438690v6 out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to The Borrower, at all times, --------------------------- shall protect, indemnify Lender and to hold Lender save harmless the Issuer and the Trustee (the "Indemnitee") from and againstagainst all liabilities, obligations, claims, damages, penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) for all acts or failure to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale Project and the issuance of the Properties; providedBonds. The foregoing indemnity shall be effective only as and to the benefits of this Section shall not inure to any person other than the Indemnitee and its successors. Nothing contained herein shall require the Borrower to indemnify the Indemnitee for any claim or liability resulting from their gross negligence or willful, howeverwrongful act or willful, that wrongful misconduct. If any action, suit or proceeding is brought against any Indemnitee for any loss or damage for which the Borrower is required to provide indemnification under this Section, the Borrower, upon request, at its expense shall defend such action, suit or proceeding, or cause the same to be defended by counsel designated by the Borrower and approved by the Indemnitee against which it is brought, and such approval shall not be obligated to indemnify Lender with respect withheld unreasonably, provided that such approval shall not be required in the case of defense by counsel designated by an insurance company undertaking such defense pursuant to any Claim arising solely from the negligence or willful misconduct applicable policy of Lenderinsurance. The agreements and indemnifications contained obligations of the Borrower under this Section shall survive Payment of the Bonds. All references in this Section to the Indemnitee shall apply to Claims arising both before include their directors, officers, employees and after the repayment of the Loan agents and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documentstheir respective successors.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) Construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except Documents and until such time as the applicable statute of limitations for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documentssuch Claim expires.

Indemnification by Borrower. Borrower agrees to indemnify Lender Administrative Agent and Lenders and to hold Lender Administrative Agent and Lenders harmless from and against, and to defend Lender Administrative Agent and Lenders by counsel approved by Lender Administrative Agent and Lenders against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loans, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loans or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Administrative Agent or any Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender Administrative Agent or Lenders with respect to any Claim arising solely from the gross negligence or willful misconduct of LenderAdministrative Agent or Lenders. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan Loans, as a result of any act, omission, event or condition existing or occurring on or before the Transition Date, and shall survive the repayment of the LoanLoans, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender Administrative Agent or Lenders to enforce the rights and remedies of Lender Administrative Agent and Lenders hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) Construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply in all material ways with any agreement that applies or pertains to the Properties; (b) Property, including any failure by Borrower to observe and perform any agreement with a broker or “finder” in connection with the Loan or other financing of the obligations imposed upon the landlord under the LeasesProperty; (c) any other Event of Default hereunder or under any of the other Loan DocumentsDocuments that continues beyond expiration of any applicable notice and/or cure period; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Borrower. Borrower agrees to indemnify Lender indemnify, pay, and to hold Lender Lenders and their Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against, and to defend Lender by counsel approved by Lender against, against any and all claims directly liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, reasonable and documented out-of-pocket costs and expenses (including all reasonable documented out-of-pocket fees and expenses of counsel to such Indemnitees) of any kind or indirectly arising out nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties such Indemnitees being a party to this Agreement or the Obligations (a “Claim”), including any Claim arising out of transactions consummated pursuant to this Agreement or resulting from (a) any failure by Borrower otherwise relating to comply with the requirements of any Laws or to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default hereunder or under any of the other Loan Transaction Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Properties; provided, however, provided that Borrower shall not be obligated have any obligation to indemnify Lender an Indemnitee hereunder with respect to any Claim arising solely liabilities to the extent resulting from the gross negligence or willful misconduct of Lenderthat Indemnitee as determined by a final non-appealable order of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The agreements and indemnifications contained provisions in this Section 7.3 shall apply to Claims arising both before and after the survive repayment of the Loan all (and shall survive the repayment be) Borrower Obligations (and all commitments of the LoanLenders, if any, to extend credit that would constitute Borrower Obligations have been terminated or have expired), any foreclosure under, or deedany modification, assignment release or conveyance in lieu thereof and discharge of, any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession all of the Property pursuant to its remedies under the Loan DocumentsCollateral and termination of this Agreement.

Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties Property or the Obligations (a “Claim”)Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the PropertiesProperty, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (bc) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (cd) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertiesProperty; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of LenderLender or arising after the Transition Date (as defined in the Environmental Agreement). The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.