Common use of INDEMNIFICATION BY THE MORTGAGOR Clause in Contracts

INDEMNIFICATION BY THE MORTGAGOR. Subject to the provisions of Article 36 hereof, the Mortgagor will protect, indemnify and save harmless the Mortgagee from and against: all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including all reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against the Mortgagee or the Property (without, as to both, the willful misconduct or negligence of the Mortgagee) by reason of the occurrence or existence of any of the following (to the extent that the insurance proceeds payable on account of the following and received by the Mortgagee shall be inadequate) prior to the payment in full of the Mortgage Note and the satisfaction of all conditions for the satisfaction and release or defeasance of this Mortgage: (a) ownership or possession of the Mortgagor's interest in the Property, or any interest therein, or receipt of any rent or other sum therefrom, (b) any accident, injury to or death of any Persons or loss of or damage to property occurring on or about the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or ways, (c) any use, non-use or condition of the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or ways, including claims or penalties arising from a violation of any Legal Requirement or Insurance Requirement, as well as any claim based on any patent or latent defect, whether

INDEMNIFICATION BY THE MORTGAGOR. Subject to the provisions of --------------------------------- Article 36 hereof38 hereof and Section 6.1 of the Indenture, the each Mortgagor agrees that it will protect, indemnify and save harmless the Mortgagee Mortgagee, the Servicer and the Holders and, in the case of clause (h) hereof, the Deed Trustees (collectively, the "Indemnified Parties") from and against: all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including all reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against such Indemnified Party (without the Mortgagee negligence or the Property (without, as to both, the willful wilful misconduct or negligence of the Mortgageeany of them) by reason of the occurrence or existence of any of the following (to the extent that the insurance proceeds payable on account of the following and received by the Mortgagee Indemnified Party shall be inadequate) prior to the payment in full of the Mortgage Note Notes and the satisfaction of all conditions for the satisfaction and release or defeasance of this Mortgage: (a) ownership or possession of the any Mortgagor's interest in any of the PropertyMortgaged Properties, or any interest therein, or receipt of any rent or other sum therefrom, (b) any accident, injury to or death of any Persons or loss of or damage to property occurring on or about the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, non-use or condition of the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or ways, including claims or penalties arising from a violation of any Legal Requirement or Insurance Requirement, as well as any claim based on any patent or latent defect, whetherwhether or not discoverable by the Indemnified Party, any claim the insurance as to which is inadequate, and any claim in respect of any adverse environmental impact or effect, (d) any failure on the part of any Mortgagor to perform or comply with any of the terms of any Lease, any Ground Lease, this Mortgage or any other Security Document to which it is a party and any breach of any representation made by any Mortgagor herein, (e) any performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Properties or any part thereof, (f) any negligence or tortious act or omission on the part of any Mortgagor or any of its agents, contractors, servants, employees, subleasees, licensees or invitees, (g) any contest referred to in Article 12, or (h) the presence at, on, or under the Premises or the migration from or release at, on, or from the Premises of any Hazardous Substance. Any Indemnified Party shall give notice to the Mortgagor of any claims, liabilities, obligations, damages, penalties, costs or causes of action for which the Indemnified Party believes it is entitled to indemnification hereunder promptly upon its discovery of the action or event giving rise to such claim, but the failure of such Indemnified Party to provide such notice shall neither cause the forfeiture of the right to receive indemnity hereunder nor limit such right, except to the extent, if any, that the Mortgagor is prejudiced by the failure of the Indemnified Party to promptly give such notice. Any amounts payable under this Section to the Indemnified Parties that are not paid within ten (10) Business Days after written demand therefor by the Indemnified Parties, setting forth in reasonable detail the amount of such demand and the basis therefor, shall bear interest from the date of demand until paid at the rate applicable to the lowest rated series of Notes on the date hereof, and shall be secured by this Mortgage. In case any action, suit or proceeding is brought against any Indemnified Parties by reason of any such occurrence, the Mortgagor, upon the request of the Indemnified Parties, will (or at the option of the Mortgagors, the Mortgagors may) at the Mortgagors' expense resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel for the insurer of the liability or by counsel selected by the Mortgagors (unless reasonably disapproved by the Indemnified Parties); provided that Mortgagor shall be entitled to recover from such Indemnified Parties any costs or expenses incurred by the Mortgagor on behalf of any such Indemnified Parties in satisfaction of its obligation under this sentence (or otherwise under this Section) if it is determined by final judgment that the action, suit or proceeding in question was not properly the subject of a claim for indemnification under this Section. So long as the Mortgagors are resisting and defending such action, suit or proceeding as provided above in a prudent and commercially reasonable manner, none of the Indemnified Parties shall be entitled to settle such action, suit or proceeding or claim the benefit of this Article 7 with respect to such action, suit or proceeding (including the right to reimbursement of such Indemnified Parties' counsel fees and expenses) and the Indemnified Parties are deemed to agree in advance that they will not settle any such action, suit or proceeding without the written consent of the Mortgagors; provided that if the Mortgagors are not diligently defending such action, suit or proceeding in a prudent and commercially reasonable manner as provided above, any Indemnified Party may settle such action, suit or proceeding as it relates to such Indemnified Party, subject only to the written consent of the Mortgagors, which consent then may not be unreasonably withheld or delayed, and claim the benefit of this Article 7 with respect to settlement of such action, suit or proceeding.

INDEMNIFICATION BY THE MORTGAGOR. Subject to the provisions of Article 36 hereof, the The Mortgagor will protect, -------------------------------- indemnify and save harmless the Mortgagee Beneficiary, the Banks and every Trustee and all officers, directors, stockholders, partners, employees, successors and assigns of any of the foregoing (collectively, the "Indemnified Parties") from and against: ------------------- against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including all reasonable attorneys' fees and expensesexpenses actually incurred) imposed upon or incurred by or asserted against the Mortgagee Indemnified Parties or the Property (withoutTrust Estate or any part of its interest therein, as to both, the willful misconduct or negligence of the Mortgagee) by reason of the occurrence or existence of any of the following (to the extent that the insurance proceeds Proceeds payable on account of the following and received by the Mortgagee shall be inadequate) prior to (i) the payment in full of the Mortgage Note and Note, (ii) the satisfaction acceptance by the Beneficiary of all conditions for a deed-in-lieu of foreclosure with respect to the satisfaction and release applicable Property, or defeasance (iii) the Beneficiary's taking possession or control of this Mortgage: the applicable Property, except to the extent caused by the actual willful misconduct or gross negligence of the Beneficiary or any other Indemnified Party (other than such willful misconduct or gross negli- gence imputed to the Beneficiary solely because of its interest in the Trust Estate): (a) ownership or possession of the Mortgagor's interest in the PropertyTrust Estate, or any interest therein, or receipt of any rent Rents or other sum therefrom, (b) any accident, injury to or death of any Persons persons or loss of or damage to property occurring on or about the Premises Trust Estate or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or waysappurtenances thereto, (c) any design, construction, operation, repair, maintenance, use, non-use or condition of the Premises Trust Estate or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or waysappurtenances thereto, including claims or penalties arising from a violation of any Legal Requirement or Insurance Requirement, as well as any claim based on any patent or latent defect, whetherwhether or not discoverable by the Beneficiary, any claim the insurance as to which is inadequate, and any Environmental Claim, (d) any failure on the part of the Mortgagor to perform or comply with any of the material terms of any Lease within the applicable notice or grace periods, (e) any performance of any labor or services or the furnishing of any materials or other property in respect of the Trust Estate or any part thereof, (f) any negligence or tortious act or omission on the part of the Mortgagor or any of its agents, contractors, servants, employees, sublessees, licenses or invitees, (g) any contest referred to in Section 7 hereof, or (h) any obligation or undertaking relating to the performance or discharge of any of the terms, covenants and conditions of the landlord contained in the Leases. Any amounts payable to the Indemnified Parties under this Section 35 which are not paid within ten (10) Domestic Business Days after written demand therefor by the Beneficiary; setting forth in reasonable detail the amount of such demand and the basis therefor, shall bear interest from the date of demand at the Default Rate, and shall be part of the Indebtedness and secured by this Mortgage. In case any action, suit or proceeding is brought against the Indemnified Parties by reason of any such occurrence, the Mortgagor shall at the Mortgagor'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 the Mortgagor (unless reasonably disapproved by the Beneficiary promptly after the Beneficiary has been notified of such counsel); provided, however, that -------- ------- nothing herein shall compromise the right of the Beneficiary 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 the Beneficiary and the Mortgagor that would make such separate representation advisable. So long as the Mortgagor is resisting and defending such action, suit or proceeding as provided above in a prudent and commercially reasonable manner, the Beneficiary shall not be entitled to settle such action, suit or proceeding and claim the benefit of this Section 35 with respect to such action, suit or proceeding and the Beneficiary agrees that it will not settle any such action, suit or proceeding without the consent of the Mortgagor; provided, however, that if the -------- ------- Mortgagor is not diligently defending such action, suit or proceeding in a prudent and commercially reasonable manner as provided above, the Beneficiary may settle such action, suit or proceeding subject only to the consent of the Mortgagor, which consent shall not be unreasonably withheld or delayed, and claim the benefit of this Section 35 with respect to settlement of such action, suit or proceeding. The Beneficiary will give the Mortgagor prompt notice after it obtains actual knowledge of any potential claim by it for indemnification hereunder; however, the failure of the Beneficiary to give such notice to Mortgagor shall not affect Mortgagor's obligations hereunder.

INDEMNIFICATION BY THE MORTGAGOR. Subject to the provisions of Article 36 hereof38 hereof and Section 6.1 of the Indenture, the Mortgagor will protect, indemnify and save harmless the Mortgagee (which shall include the Trustee upon execution and delivery of the Assignment) the Master Servicer, the Special Servicer and the Holders (collectively, the "Indemnified Parties") from and against: all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including all reasonable reason able attorneys' fees and expenses) imposed upon or incurred by or asserted against the Mortgagee Indemnified Parties or any of the Property Properties (without, as to both, the willful wilful misconduct or gross negligence of the Mortgageeany of them) by reason of the occurrence or existence of any of the following (to the extent that the insurance proceeds payable on account of the following and received by the Mortgagee shall be inadequate) prior to the payment in full of the Mortgage Note Notes and the satisfaction of all conditions for the satisfaction and release or defeasance of this Mortgage: (a) ownership or possession of the Mortgagor's interest in the PropertyProperties, or any interest therein, or receipt of any rent or other sum therefrom, (b) any accident, injury to or death of any Persons or loss of or damage to property occurring on or about the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, non-use or condition of the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or ways, including claims or penalties arising from a violation of any Legal Requirement or Insurance Requirement, as well as any claim based on any patent or latent defect, whetherwhether 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 failure on the part of the Mortgagor to perform or comply with any of the terms of this Mortgage, any Lease or any other Mortgage Security Document to which it is a party, (e) any performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof, (f) any negligence or tortious act or omission on the part of the Mortgagor or any of its agents, contractors, servants, employees, sublessees, licensees or invitees, (g) any contest referred to in Article 12, (h) the presence at or under the Premises or the migration from or release upon the Premises of any pollutant or hazardous or toxic substance, waste or material or oil or petroleum product, in violation of any Legal Requirement, or (i) breach of the covenants contained in Section 3.1. The Indemnified Party shall give notice to the Mortgagor of any claims, liabilities, obligations, damages, penalties, costs or causes of action for which the Indemnified Party believes it is entitled to indemnification hereunder promptly upon its discovery of the action or event giving rise to such claim, but the failure of such Indemnified Party to provide such notice shall neither cause the forfeiture of the right to receive indemnity hereunder nor limit such right except to the extent, if any, that the Mortgagor is prejudiced by the failure of the Indemnified Party to promptly give such notice. Any amounts payable under this Section to the Indemnified Parties which are not paid within ten Business Days after written demand therefor by the Indemnified Parties, setting forth in reasonable detail the amount of such demand and the basis therefor, shall bear interest from the date of demand until paid at the Default Rate, and shall be secured by this Mortgage. In case any action, suit or proceeding is brought against the Indemnified Parties by reason of any such occurrence, the Mortgagor, upon the request of the Indemnified Parties, will (or at the option of the Mortgagor, the Mortgagor may) at the Mortgagor'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 selected by the Mortgagor (unless reasonably disapproved by the Indemnified Parties). So long as the Mortgagor is resisting and defending such action, suit or proceeding as provided above in a prudent and commercially reasonable manner, none of the Indemnified Parties shall be entitled to settle such action, suit or proceeding or claim the benefit of this Article 7 with respect to such action, suit or proceeding (including the right to reimbursement of such Indemnified Parties' counsel fees and expenses) and the Indemnified Parties agree that they will not settle any such action, suit or proceeding without the consent of the Mortgagor; provided that if the Mortgagor is not diligently defending such action, suit or proceeding in a prudent and commercially reasonable manner as provided above, the Mortgagee or any Holder may settle such action, suit or proceeding subject only to the consent of the Mortgagor, which consent shall not be unreasonably withheld or delayed, and claim the benefit of this Article 7 with respect to settlement of such action, suit or proceeding.