Common use of Indemnification by the Grantor Clause in Contracts

Indemnification by the Grantor. 5.4.1 The Grantor will pay to the Beneficiary on demand all reasonable costs, charges and expenses (including, without limitation, reasonable attorneys' fees) incurred or paid at any time by the Beneficiary because of the failure of the Grantor to perform, comply with or abide by any of the stipulations, agreements, conditions or covenants contained herein or in the Obligations secured hereby, together with interest on each such payment made by the Beneficiary at the Involuntary Rate from the date each such payment is made. 5.4.2 If any action or proceeding be commenced in which the Beneficiary, the Trustee, any Secured Creditor or any of their respective successors, assigns, employees, agents and servants (each, an "Indemnitee", collectively, the "Indemnitees") is made a party, or in which it becomes necessary to defend or uphold the lien of this Deed of Trust, or the construction, operation or occupancy of the Improvements by the Grantor or anyone else, the Grantor 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 sums paid by the Trustee or Beneficiary for the expense of any litigation to prosecute or defend the title, rights and lien created by this Deed of Trust (including, without limitation, reasonable attorneys' fees) shall be paid by the Grantor to the Trustee or Beneficiary on demand, together with interest thereon at the Involuntary Rate from the date each such payment is made, and all such sums and the interest thereon shall be a lien on the Mortgaged Premises, prior to any right, title or interest in or claim upon the Mortgaged Premises attaching or accruing subsequent to the lien of this Deed of Trust, and shall be deemed to be secured by this Deed of Trust. In any action or proceeding to foreclose this Deed of Trust, or to recover or collect the Obligations, the provisions of law respecting the recovery of costs, disbursements and allowances, if inconsistent with the foregoing, shall prevail unaffected by this covenant; provided, however, that the Grantor shall not be responsible for any such liability resulting from the Indemnitees' gross negligence or willful misconduct.

Indemnification by the Grantor. 5.4.1 The Grantor will pay to shall protect, defend, and indemnify Beneficiary and the Beneficiary on demand Trustee, and each of Beneficiary's and the Trustee's officers, directors and employees (collectively the "Indemnitees") from and against any and all reasonable losses, liabilities, obligations, claims, damages, penalties, causes of action, fines, judgments, penalties, charges, costs, charges and expenses (including, without limitation, reasonable attorneys' feesand accountants' fees and charges, whether based on private agreements or in tort, contract, implied or express warranties, statute, regulation, common law, or otherwise, imposed upon or incurred by or asserted against such Indemnitee (each a "Claim" and collectively "Claims") incurred including Claims in connection with any investigative, administrative or paid at judicial proceedings, by reason of: 1.12.1. the Lien of this Deed of Trust on the Property or any time by interest therein, or receipt of any rent or other sum from the Beneficiary because Property; 1.12.2. 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; 1.12.3. the ownership, leasing, use, non-use or condition of the Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways; 1.12.4. any failure on the part of the Grantor to perform, perform or comply with or abide by any of the stipulations, agreements, conditions or covenants contained herein or in the Obligations secured hereby, together with interest on each such payment made by the Beneficiary at the Involuntary Rate from the date each such payment is made. 5.4.2 If any action or proceeding be commenced in which the Beneficiary, the Trustee, any Secured Creditor or any of their respective successors, assigns, employees, agents and servants (each, an "Indemnitee", collectively, the "Indemnitees") is made a party, or in which it becomes necessary to defend or uphold the lien terms of this Deed of Trust, the Mortgage Note, the Loan Agreement, any other Loan Document, or any agreement or document referred to herein or therein; or 1.12.5. performance of any labor or services or the construction, operation furnishing of any materials or occupancy other property in respect of the Improvements by Property or any part thereof for construction or maintenance or otherwise. The provisions of this Section 1.12 shall survive the Grantor or anyone else, the Grantor 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 sums paid by the Trustee or Beneficiary for the expense of any litigation to prosecute or defend the title, rights and lien created by this Deed of Trust (including, without limitation, reasonable attorneys' fees) shall be paid by the Grantor to the Trustee or Beneficiary on demand, together with interest thereon at the Involuntary Rate from the date each such payment is made, and all such sums and the interest thereon shall be a lien on the Mortgaged Premises, prior to any right, title or interest in or claim upon the Mortgaged Premises attaching or accruing subsequent to the lien termination of this Deed of Trust; provided, and however, that, notwithstanding anything contained in this Section 1.12 to the contrary, the foregoing indemnity provisions in favor of any Indemnitee shall be deemed not extend to claims arising out of the gross negligence or willful misconduct of such Indemnitee. Any amounts payable to any Indemnitee under this Section 1.12 which are not paid within ten (10) days after written demand therefor shall bear interest at the lesser of (i) a rate per annum equal to the Default Interest Rate or (ii) the maximum rate per annum then permitted by law from the date of such demand and, to the fullest extent permitted by law, shall be secured by this Deed of Trust. In the event any action action, suit or proceeding is brought against any Indemnitee by reason of any such occurrence, notice thereof shall be given to foreclose this Deed Grantor promptly after such Indemnitee becomes aware of Trustany Claim or threat of Claim against which such Indemnitee is indemnified hereunder. Grantor, or to recover or collect upon the Obligations, request of the provisions of law respecting the recovery of costs, disbursements Indemnitees and allowances, if inconsistent with the foregoingat Grantor's expense, shall prevail unaffected resist and defend such action, suit or proceeding or cause the same to be resisted and defended by this covenant; provided, however, that the counsel designated by Grantor shall not be responsible for any such liability resulting from and reasonably acceptable to the Indemnitees' gross negligence or willful misconduct. The Indemnitees will, insofar as is possible without risking material conflicts of interests, coordinate their claims under this Section 1.12 and act through a single counsel.

Indemnification by the Grantor. 5.4.1 The Grantor will pay to shall protect and indemnify the Trustee and the Beneficiary on demand from and against all reasonable liabilities, obligations, claims, damages, penalties, causes of action, costs, charges and expenses (including, without limitation, reasonable attorneys' fees) ’ fees and disbursements), imposed upon or incurred by or paid at any time by asserted against the Trustee or the Beneficiary because by reason of: A. Ownership of the Property or any interest therein, or receipt of any rent 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, C. Any failure on the part of the Grantor to perform, perform or comply with or abide by any of the stipulationsterms, agreementscovenants, conditions or covenants contained herein or conditions, and agreements set forth in the Obligations secured herebyAgreement, together with interest on each such payment made Deed of Trust, or any other agreements executed by the Beneficiary at the Involuntary Rate from the date each such payment is made. 5.4.2 If any action or proceeding be commenced in which the Beneficiary, the Trustee, any Secured Creditor Grantor or any other persons liable for the payment of their respective successorsthe indebtedness hereby secured, D. 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, E. Any action brought against the Trustee or the Beneficiary attacking the validity, assignspriority, employees, agents and servants (each, an "Indemnitee", collectively, the "Indemnitees") is made a party, or in which it becomes necessary to defend or uphold the lien and/or enforceability of this Deed of Trust, the Agreement, or the construction, operation or occupancy of the Improvements any other agreements executed by the Grantor or anyone else, any other persons liable for the Grantor 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 Obligations hereby secured. Any amounts payable to the Trustee or the Beneficiary under this Paragraph 14 which are not any such litigation is prosecuted to judgment, and all sums paid within thirty (30) days after written demand therefor by the Trustee or the Beneficiary for shall bear interest at ten percent (10%) per annum or, if less, the expense of any litigation to prosecute or defend the title, rights and lien created maximum rate per annum then permitted by this Deed of Trust (including, without limitation, reasonable attorneys' fees) shall be paid by the Grantor to the Trustee or Beneficiary on demand, together with interest thereon at the Involuntary Rate from the date each such payment is made, and all such sums and the interest thereon shall be a lien on the Mortgaged Premises, prior to any right, title or interest in or claim upon the Mortgaged Premises attaching or accruing subsequent to the lien of this Deed of Trust, law and shall be deemed to be secured by this Deed of Trust. In the event any action action, suit, or proceeding is brought against the Trustee or the Beneficiary by reason of any such occurrence, the Grantor, upon the request of the Trustee or the Beneficiary and at the Grantor’s expense, shall resist and defend such action, suit, or proceeding or cause the same to foreclose be resisted and defended by counsel designated by the Beneficiary. Such obligations under this Paragraph 14 shall survive the termination, satisfaction, or release of this Deed of Trust, or to recover or collect the Obligations, the provisions of law respecting the recovery of costs, disbursements and allowances, if inconsistent with the foregoing, shall prevail unaffected by this covenant; provided, however, that the Grantor shall not be responsible for any such liability resulting from the Indemnitees' gross negligence or willful misconduct.