Common use of Indemnification by Mortgagor Clause in Contracts

Indemnification by Mortgagor. Mortgagor shall protect and indemnify Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements), imposed upon or incurred by or asserted against Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of (a) ownership of the Property or any interest therein, or receipt of any Rents or other sum therefrom, (b) any accident to, injury to or death of persons or loss of or damage to Property occurring on or about the Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, except to the extent caused by Mortgagee’s gross negligence or willful misconduct, (c) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with any of the terms, covenants, conditions and agreements set forth in this Mortgage, the Waterpark Lease, the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, and/or any of the other Security Documents, or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations, (d) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with (i) any other agreement executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor, or (ii) any requirement of law, (e) payment of sums for the protection of the lien and security interest of Mortgagee in and to the Property, (f) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof for construction or maintenance or otherwise, or (g) any action brought against Mortgagee attacking the validity, priority or enforceability of this Mortgage, the Guaranty, the Waterpark Lease, the Stadium Pledge Agreement, the Fields Pledge Agreement, any other Security Document, or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations; provided, however, that the foregoing indemnity shall not extend to such liabilities, claims or obligations as result from the fraud, gross negligence or intentional misconduct of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions which occur after a foreclosure or deed in lieu of foreclosure. Any amounts payable to Mortgagee under this paragraph shall bear interest until paid to Mortgagee and shall be secured by this Mortgage. In the event any action, suit or proceeding is brought against Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of any such occurrence, Mortgagor, upon the request of Mortgagee and at Xxxxxxxxx’s sole expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Xxxxxxxxx and approved by Mortgagee. Such obligations under this paragraph shall survive the termination, satisfaction or release of this Mortgage.

Indemnification by Mortgagor. Subject to the provisions of Section 37 hereof, Mortgagor shall protect will protect, indemnify and indemnify save harmless Mortgagee and its directors, officers, shareholders, employees and agents (collectively, the "Indemnified Parties") from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, including all reasonable attorneys’ ' fees and disbursements), expenses) imposed upon or incurred by or asserted against Mortgagee the Indemnified Parties or the membersMortgaged Property or any part of its interest therein, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of the occurrence or existence of any of the following prior to the payment in full of the Mortgage Notes or foreclosure of the lien of this Mortgage or delivery of a deed in lieu thereof, unless caused solely by the actual willful misconduct or gross negligence of the Indemnified Parties (other than such willful misconduct or gross negligence imputed to the Indemnified Parties because of their interest in the Mortgaged Property): (a) ownership of Mortgagor's interest in the Property Mortgaged Property, or any interest therein, or receipt of any Rents or other sum therefrom, (b) any accident toaccident, injury to or death of any persons or loss of or damage to Property property occurring on or about the Mortgaged Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, except to the extent caused by Mortgagee’s gross negligence or willful misconductany Appurtenances thereto, (c) any design, construction, operation, repair, maintenance, use, non-use or condition of the Mortgaged Property or Appurtenances thereto, including claims or penalties arising from violation of any Legal Requirement or Insurance Requirement, as well as any claim based on any patent or latent defect, whether or not discoverable by the Mortgagee, any claim the insurance as to which is inadequate, and any claim in respect of any adverse environmental impact or effect, (d) any Default under this Mortgage or any of the other Loan Documents or any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with any of the terms, covenants, conditions and agreements set forth in this Mortgage, material terms of any Lease or Operating Agreement within the Waterpark Lease, the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, and/or any of the other Security Documents, applicable notice or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations, (d) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with (i) any other agreement executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor, or (ii) any requirement of lawgrace periods, (e) payment of sums for the protection of the lien and security interest of Mortgagee in and to the Property, (f) any performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof for construction thereof, (f) any negligence or maintenance tortious act or otherwiseomission on the part of Mortgagor or any of its agents, contractors, servants, employees, sublessees, licenses or invitees, (g) any action brought against Mortgagee attacking contest referred to in Section 8(c) hereof, (h) any obligation or undertaking relating to the validity, priority performance or enforceability discharge of this Mortgage, the Guaranty, the Waterpark Lease, the Stadium Pledge Agreement, the Fields Pledge Agreement, any other Security Document, or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations; providedterms, howevercovenants and conditions of the landlord contained in the Leases or of lessee in the Ground Lease or (i) the presence in, that at or under the foregoing indemnity shall not extend Premises or the Improvements any Hazardous Substance in violation of any Legal Requirement or alleged by a Governmental Authority or a third party to such liabilities, claims or obligations as result from the fraud, gross negligence or intentional misconduct be in violation of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions which occur after a foreclosure or deed in lieu of foreclosureany Legal Requirement. Any amounts payable to Mortgagee the Indemnified Parties under this paragraph Section 41 which are not paid within ten (10) Business Days after written demand therefor by Mortgagee, setting forth in reasonable detail the amount of such demand and the basis therefor, shall bear interest until paid from the date of demand at a rate equal to Mortgagee the weighted average of the rates set forth in the Mortgage Notes, and shall be part of the Indebtedness and secured by this Mortgage. In the event case any action, suit or proceeding is brought against Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee Indemnified Parties by reason of any such occurrence, Mortgagor shall at Mortgagor, upon the request of Mortgagee and at Xxxxxxxxx’s sole expense, shall 's expense resist and defend such action, suit or proceeding or will cause the same to be resisted and defended by counsel for the insurer of the liability or by counsel designated by Xxxxxxxxx Mortgagor (unless reasonably disapproved by Mortgagee promptly after Mortgagee has been notified of such counsel); provided, however, that nothing herein shall compromise the right of Mortgagee to appoint its own counsel for its defense with respect to any action which in its reasonable opinion presents a conflict or potential conflict between Mortgagee and approved by MortgageeMortgagor that would make such separate representation advisable. Such obligations under this paragraph So long as Mortgagor is resisting and defending such action, suit or proceed ing as provided above in a prudent and commercially reasonable manner, Mortgagee shall survive not be entitled to settle such action, suit or proceeding and claim the termination, satisfaction or release benefit of this MortgageSection 41 with respect to such action, suit or proceeding and Mortgagee agrees that it will not settle any such action, suit or proceeding without the consent of Mortgagor; provided, however, that if Mortgagor is not diligently defending such action, suit or proceeding in a prudent and commercially reasonable manner as provided above, Mortgagee may settle such action, suit or proceeding subject only to the consent of Mortgagor, which consent shall not be unreasonably withheld or delayed, and claim the benefit of this Section with respect to settlement of such action, suit or proceeding. Any Indemnified Party will give Mortgagor prompt notice after such Indemnified Party obtains actual knowledge of any potential claim by such Indemnified Party for indemnification hereunder.

Indemnification by Mortgagor. (i) The Mortgagor shall protect and indemnify pay to Mortgagee from and against upon demand all liabilitiesreasonable costs, obligations, claims, damages, penalties, causes of action, costs charges and expenses (including, without limitation, reasonable attorneys’ fees and disbursements), imposed upon ' fees) incurred or incurred paid at any time by or asserted against the Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of (a) ownership because of the Property or any interest therein, or receipt failure of any Rents or other sum therefrom, (b) any accident to, injury to or death of persons or loss of or damage to Property occurring on or about the Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, except to the extent caused by Mortgagee’s gross negligence or willful misconduct, (c) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or perform, comply with or abide by any of the termsstipulations, covenantsagreements, conditions and agreements set forth in this Mortgage, the Waterpark Lease, the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, and/or any of the other Security Documentsconditions, or any agreementcovenants contained herein or in the Obligations secured hereby, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for together with interest thereon at the payment of the Obligations, (d) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with (i) any other agreement executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor, or Default Interest Rate; and (ii) if any requirement action or proceeding be commenced in which the Mortgagee, any Secured Parties or any of lawtheir respective successors, assigns, employees, agents and servants (eeach, an "Indemnitee", collectively, the "Indemnitees") payment of sums for the protection of is made a party, or in which it becomes necessary to defend or uphold the lien and security interest of Mortgagee in and to the Property, (f) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof for construction or maintenance or otherwise, or (g) any action brought against Mortgagee attacking the validity, priority or enforceability of this Mortgage, or the Guarantyconstruction, operation or occupancy of the Improvements by the Mortgagor or anyone else, the Waterpark LeaseMortgagor shall indemnify, defend and hold such Indemnitees harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by such Indemnitees in any such litigation, whether or not any such litigation is prosecuted to judgment and all reasonable sums paid by the Mortgagee for the expense of any litigation to prosecute or defend the title, rights and lien created by this Mortgage (including, without limitation, reasonable attorneys' fees) shall be paid by the Mortgagor to the Mortgagee on demand, together with interest thereon at the Default Interest Rate from the date each such payment is made, and all such sums and the interest thereon shall be a lien on the Mortgaged Property, prior to any right, title or interest in or claim upon the Mortgaged Property attaching or accruing subsequent to the lien of this Mortgage, and shall be deemed to be secured by this Mortgage. In any action or proceeding to foreclose this Mortgage, or to recover or collect the Obligations, the Stadium Pledge Agreementprovisions of law respecting the recovery of costs, disbursements and allowances, if inconsistent with the Fields Pledge Agreementforegoing, any other Security Document, or any agreement, reimbursement agreement, guaranty, or any other agreements executed shall prevail unaffected by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligationsthis covenant; provided, however, that the foregoing indemnity Mortgagor shall not extend to be responsible for any such liabilities, claims or obligations as result liability resulting from the fraud, Indemnitees' gross negligence or intentional misconduct of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions which occur after a foreclosure or deed in lieu of foreclosure. Any amounts payable to Mortgagee under this paragraph shall bear interest until paid to Mortgagee and shall be secured by this Mortgage. In the event any action, suit or proceeding is brought against Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of any such occurrence, Mortgagor, upon the request of Mortgagee and at Xxxxxxxxx’s sole expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Xxxxxxxxx and approved by Mortgagee. Such obligations under this paragraph shall survive the termination, satisfaction or release of this Mortgagewillful misconduct.