Common use of Indemnification by the Grantor Clause in Contracts

Indemnification by the Grantor. Grantor shall protect, defend, and indemnify Beneficiary and the Trustee, and each of Beneficiary's and the Trustee's officers, directors and employees (collectively the "Indemnitees") from and against any and all losses, liabilities, obligations, claims, damages, penalties, causes of action, fines, judgments, penalties, charges, costs, and expenses (including, without limitation, reasonable attorneys' and 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") including Claims in connection with any investigative, administrative or judicial proceedings, by reason of: 1.12.1. the Lien of this Deed of Trust on the Property or any interest therein, or receipt of any rent or other sum from the 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 Grantor to perform or comply with any of the 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 furnishing of any materials or other property in respect of the Property or any part thereof for construction or maintenance or otherwise. The provisions of this Section 1.12 shall survive the termination of this Deed of Trust; provided, however, that, notwithstanding anything contained in this Section 1.12 to the contrary, the foregoing indemnity provisions in favor of any Indemnitee shall 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, suit or proceeding is brought against any Indemnitee by reason of any such occurrence, notice thereof shall be given to Grantor promptly after such Indemnitee becomes aware of any Claim or threat of Claim against which such Indemnitee is indemnified hereunder. Grantor, upon the request of the Indemnitees and at Grantor's expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Grantor and reasonably acceptable to the Indemnitees. 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 shall protect, defend, and indemnify will pay to the Beneficiary and the Trustee, and each of Beneficiary's and the Trustee's officers, directors and employees (collectively the "Indemnitees") from and against any and on demand all losses, liabilities, obligations, claims, damages, penalties, causes of action, fines, judgments, penalties, charges, reasonable costs, charges and expenses (including, without limitation, reasonable attorneys' and accountants' fees and charges, whether based on private agreements fees) incurred or in tort, contract, implied or express warranties, statute, regulation, common law, or otherwise, imposed upon or incurred paid at any time by or asserted against such Indemnitee (each a "Claim" and collectively "Claims") including Claims in connection with any investigative, administrative or judicial proceedings, by reason of: 1.12.1. the Lien of this Deed of Trust on the Property or any interest therein, or receipt of any rent or other sum from the 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 Beneficiary because of the Property or failure of the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways; 1.12.4. any failure on the part of Grantor to perform or perform, comply with or abide by any of the terms 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 Mortgage Noteconstruction, operation or occupancy of the Improvements by the Grantor or anyone else, the Loan AgreementGrantor 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 other Loan Documentsuch litigation, whether or not any agreement such litigation is prosecuted to judgment, and all sums paid by the Trustee or document referred to herein or therein; or 1.12.5. performance Beneficiary for the expense of any labor litigation to prosecute or services 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 furnishing of 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 materials right, title or other property interest in respect of or claim upon the Property Mortgaged Premises attaching or any part thereof for construction or maintenance or otherwise. The provisions of this Section 1.12 shall survive accruing subsequent to the termination lien of this Deed of Trust; provided, however, that, notwithstanding anything contained in this Section 1.12 and shall be deemed to the contrary, the foregoing indemnity provisions in favor of any Indemnitee shall 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, suit action or proceeding is brought against any Indemnitee 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 reason of this covenant; provided, however, that the Grantor shall not be responsible for any such occurrence, notice thereof shall be given to Grantor promptly after such Indemnitee becomes aware of any Claim or threat of Claim against which such Indemnitee is indemnified hereunder. Grantor, upon the request of the Indemnitees and at Grantor's expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Grantor and reasonably acceptable to liability resulting from the Indemnitees. 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' gross negligence or willful misconduct.

Indemnification by the Grantor. The Grantor shall protect, defend, protect and indemnify Beneficiary the Trustee and the Trustee, and each of Beneficiary's and the Trustee's officers, directors and employees (collectively the "Indemnitees") Collateral Agent from and against any and all losses, liabilities, obligations, claims, damages, penalties, causes of action, fines, judgments, penalties, charges, costs, costs and expenses (including, without limitation, reasonable attorneys' and accountants' ’ fees and charges, whether based on private agreements or in tort, contract, implied or express warranties, statute, regulation, common law, or otherwisedisbursements), imposed upon or incurred by or asserted against such Indemnitee (each a "Claim" and collectively "Claims") including Claims in connection with any investigativethe Trustee, administrative the Collateral Agent or judicial proceedingsthe directors, officers or employees of the Collateral Agent by reason of: 1.12.1. the Lien of this Deed (a) ownership of Trust on the Property or any interest therein, or receipt of any rent or other sum from the Property; 1.12.2. 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; 1.12.3. the ownership, leasing, (c) any use, non-use nonuse or condition of the Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways; 1.12.4. , (d) any failure on the part of the Grantor to perform or comply with any of the terms of terms, covenants, conditions and agreements set forth in this Deed of Trust, the Mortgage NoteNotes, the Loan Agreement, any Credit Agreement or the other Loan DocumentDocuments, or any agreement other agreements executed by the Grantor or document referred to herein or therein; or 1.12.5. any other persons liable for the payment of the Secured Obligations, (e) 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. The provisions , (f) any action brought against the Trustee or the Collateral Agent, or any of this Section 1.12 shall survive them, attacking the termination validity, priority or enforceability of this Deed of Trust, the Notes, the Credit Agreement, the other Loan Documents, or any other agreements executed by the Grantor or any other persons liable for the payment of the Secured Obligations, and/or (g) the presence of Hazardous Materials on the Property; provided, however, that, notwithstanding anything contained in this Section 1.12 to that the contrary, the foregoing indemnity provisions in favor of any Indemnitee Grantor shall not extend be obligated to claims arising out indemnify the Trustee or the Collateral Agent or the directors, officers or employees of the Collateral Agent from any loss, damage, cost or expense directly attributable to their or any of their gross negligence or willful misconduct of such Indemniteemisconduct. Any amounts payable to any Indemnitee the Trustee or the Collateral Agent under this Section 1.12 paragraph 23 which are not paid within ten (10) days after written demand therefor by the Trustee or the Collateral Agent shall be added to, and deemed a part of, the Secured Obligations, shall be secured in the same manner as the Notes and the other Obligations are secured, shall bear interest from the date of the disbursement thereof at the lesser a fluctuating rate of (i) a rate per annum interest equal to the Default Interest Rate or (ii) Rate, and shall, together with the maximum rate per annum then permitted interest thereon, be repayable by law from the date of such demand and, to the fullest extent permitted by law, shall be secured by this Deed of TrustGrantor on demand. In the event any action, suit or proceeding is brought against any Indemnitee the Trustee, the Collateral Agent or the directors, officers, agents of employees of the Collateral Agent by reason of any such occurrence, notice thereof shall be given to Grantor promptly after such Indemnitee becomes aware of any Claim or threat of Claim against which such Indemnitee is indemnified hereunder. the Grantor, upon the request of the Indemnitees Trustee or the Collateral Agent and at the Grantor's ’s expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Grantor and reasonably acceptable to approved by the IndemniteesTrustee and/or the Collateral Agent. The Indemnitees will, insofar as is possible without risking material conflicts of interests, coordinate their claims Such obligations under this Section 1.12 and act through a single counselparagraph 23 shall survive the termination, satisfaction or release of this Deed of Trust.

Indemnification by the Grantor. Grantor shall protect, defend, and indemnify Beneficiary and the Trustee, and each of Beneficiary's and the Trustee's officers, directors and employees (collectively the "Indemnitees") from and against any and all losses, liabilities, obligations, claims, damages, penalties, causes of action, fines, judgments, penalties, charges, costs, and expenses (including, without limitation, reasonable attorneys' and 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") including Claims in connection with any investigative, administrative or judicial proceedings, by reason of: 1.12.1. the Lien of this Deed of Trust on the Property or any interest therein, or receipt of any rent or other sum from the 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 Grantor to perform or comply with any of the 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 furnishing of any materials or other property in respect of the Property or any part thereof for construction or maintenance or otherwise. The provisions of this Section 1.12 shall survive the termination of this Deed of Trust; providedPROVIDED, howeverHOWEVER, that, notwithstanding anything contained in this Section 1.12 to the contrary, the foregoing indemnity provisions in favor of any Indemnitee shall 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, suit or proceeding is brought against any Indemnitee by reason of any such occurrence, notice thereof shall be given to Grantor promptly after such Indemnitee becomes aware of any Claim or threat of Claim against which such Indemnitee is indemnified hereunder. Grantor, upon the request of the Indemnitees and at Grantor's expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Grantor and reasonably acceptable to the Indemnitees. 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. The Grantor shall protect, defend, protect and indemnify Beneficiary the Trustee and the Trustee, and each of Beneficiary's and the Trustee's officers, directors and employees (collectively the "Indemnitees") Beneficiary from and against any and all losses, liabilities, obligations, claims, damages, penalties, causes of action, fines, judgments, penalties, charges, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' ’ fees and charges, whether based on private agreements or in tort, contract, implied or express warranties, statute, regulation, common law, or otherwisedisbursements), imposed upon or incurred by or asserted against such Indemnitee (each a "Claim" and collectively "Claims") including Claims in connection with any investigative, administrative the Trustee or judicial proceedings, the Beneficiary by reason of: 1.12.1. the Lien A. Ownership of this Deed of Trust on the Property or any interest therein, or receipt of any rent or other sum from the Property;therefrom, 1.12.2. any B. Any accident to, injury to to, or death of persons or loss of or damage to property Property occurring on or about the Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets 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 C. Any failure on the part of the Grantor to perform or comply with any of the terms of this terms, covenants, conditions, and agreements set forth in the Agreement, Deed of Trust, the Mortgage Note, the Loan Agreement, or any other Loan Document, agreements executed by the Grantor or any agreement or document referred to herein or therein; orother persons liable for the payment of the indebtedness hereby secured, 1.12.5. performance D. Performance of any labor or services or the furnishing of any materials or other property Property in respect of the Property or any part thereof for construction or maintenance or otherwise. The provisions of this Section 1.12 shall survive , E. Any action brought against the termination Trustee or the Beneficiary attacking the validity, priority, and/or enforceability of this Deed of Trust; provided, however, that, notwithstanding anything contained in this Section 1.12 to the contrary, the foregoing indemnity provisions in favor of Agreement, or any Indemnitee shall not extend to claims arising out of other agreements executed by the gross negligence Grantor or willful misconduct of such Indemniteeany other persons liable for the Obligations hereby secured. Any amounts payable to any Indemnitee the Trustee or the Beneficiary under this Section 1.12 Paragraph 14 which are not paid within ten thirty (1030) days after written demand therefor by the Trustee or the Beneficiary shall bear interest at the lesser of ten percent (i10%) a rate per annum equal to the Default Interest Rate or (ii) or, if less, the maximum rate per annum then permitted by law from the date of such demand and, to the fullest extent permitted by law, and shall be secured by this Deed of Trust. In the event any action, suit suit, or proceeding is brought against any Indemnitee the Trustee or the Beneficiary by reason of any such occurrence, notice thereof shall be given to Grantor promptly after such Indemnitee becomes aware of any Claim or threat of Claim against which such Indemnitee is indemnified hereunder. the Grantor, upon the request of the Indemnitees Trustee or the Beneficiary and at the Grantor's ’s expense, shall resist and defend such action, suit suit, or proceeding or cause the same to be resisted and defended by counsel designated by Grantor and reasonably acceptable to the IndemniteesBeneficiary. The Indemnitees will, insofar as is possible without risking material conflicts of interests, coordinate their claims Such obligations under this Section 1.12 and act through a single counselParagraph 14 shall survive the termination, satisfaction, or release of this Deed of Trust.