Common use of Indemnification of Lender Clause in Contracts

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save defend, and hold Lender and its officers, directors, employees, and agents harmless from and against any and all claims, suits, obligations, damages, losses, costs and costs, expenses (including, without limitation, Lender’s reasonable attorneys’ ’, architect’s, and engineering fees), demands, liabilities, penalties, fines fines, and forfeitures of any nature whatsoever that may be asserted against and whenever actually suffered or incurred by Lender, Lender or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by by, (i) this Agreement and or the Related Documents; (ii) a breach by Borrower of this Agreement or the Related Documents; (iii) the exercise of the rights and remedies granted Lender under this, as well as by: this Agreement or the Related Documents; or (1iv) the ownership, use, operationgeneration, constructionmanufacture, renovationstorage, demolitiondisposal, preservation, management, repair, conditionrelease, or maintenance threatened release of a Hazardous Substance on, under, about, or from the Real Property in violation of Environmental Laws. Borrower releases and waives any part future claims against Lender and its officers, directors, employees, and agents for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any Environmental Law for the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property. Lender shall have the right (i) to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the Collateralparties to this Agreement, the Related Documents, or the Disbursement of Construction Funds; and (2ii) the exercise to appear in any action or proceeding to defend itself against such claims. Lender shall be entitled to settle or compromise any asserted claims against it, and such settlement shall be binding upon Borrower for purposes of any of Borrower’s rights collaterally assigned this section. All related costs and pledged to expenses incurred by Lender hereunder; (3including reasonable attorneys’ fees incurred by Lender) any failure of shall be paid by Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth hereinLender. The foregoing indemnity provisions of this section of the Agreement shall survive the cancellation payment of the Indebtedness and the expiration, cancellation, or termination of this Agreement as to all matters arising or accruing prior to such cancellation Agreement, and the foregoing indemnity shall survive not be affected by Lender’s acquisition of any interest in the event that Lender elects to exercise any of the remedies as provided under Project Property or the Real Property, whether by foreclosure or otherwise. However, in interpreting and applying this Agreement following default hereunder. Borrower’s provision or any similar provision contained in any of the Related Documents that requires a Borrower to indemnify Lender and hold Lender harmless, the indemnity obligations under this section and hold harmless provision shall not in any way be affected by the presence construed so as to require Borrower to indemnify Lender or absence of covering insurancehold Lender harmless from or against Lender’s own gross negligence, willful misconduct, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneyswrongful acts.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s 's attorneys’ ' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s 's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s 's business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s 's indemnification obligations apply, then, upon Lender’s 's demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s 's name, if necessary, by the attorneys for Borrower’s 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s 's reasonable attorneys’ ' fees, as well as Lender's architect's and engineering fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s 's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s 's business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s 's indemnification obligations apply, then, upon Lender’s 's demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s 's name, if necessary, by the attorneys for Borrower’s 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s 's Lender's reasonable attorneys’ ' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s 's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s 's business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s 's indemnification obligations apply, then, upon Lender’s 's demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s 's name, if necessary, by the attorneys for Borrower’s 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s reasonable attorneys’ feesfees in an amount not exceeding 25.000% of the principal balance due on the Loan), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1a) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2b) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3c) any failure of Borrower to perform any of its obligations hereunder; and/or (4d) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. The Borrower agrees to indemnifyParties shall protect, to defend and to save indemnify and hold Lender harmless Lender, its trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all debts, liens, claims, suitscauses of action, obligationsadministrative orders or notices, damagescosts, lossesfines, costs and penalties or expenses (including, without limitation, Lenderreasonable attorney’s attorneys’ fees)fees and expenses) imposed upon, demandsincurred by or asserted against any Indemnitee resulting from, liabilitieseither directly or indirectly, penaltiesthe presence in, fines and forfeitures upon or under the soil or ground water of any nature whatsoever Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the extent the same arise from the acts or omissions of Lender or any other Indemnitee or during any period that may be asserted against Lender or incurred a Person designated by LenderLender (other than one of the Borrower Parties) is in possession of such Property from and after the date hereof. The Borrower Parties’ duties herein include, its officers, directors, employees, and agents arising out of, relating but are not limited to, costs associated with personal injury or in any manner occasioned by this Agreement and the exercise property damage claims as a result of the rights and remedies granted Lender presence of Hazardous Substances in, upon or under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, soil or maintenance ground water of such Property in violation of any part Applicable Law. Upon Notice from Lender and any other of the Collateral; (2) Indemnitees, the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with Parties shall undertake the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrowerdefense, at its the Borrower Parties’ sole cost and expense, of any indemnification duties set forth herein, in which event, the Borrower Parties shall defend such claimnot be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. The Borrower Parties shall, action upon demand, pay (or proceeding in Borrower’s namecause to be paid) to Lender, if necessaryany cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees) reasonably incurred by Lender and arising from a failure of the Borrower Parties to observe and perform (or to cause to be observed and performed) the requirements of this Section 5.5, which amounts shall bear interest from the date ten (10) business days after written demand therefor is given to the Borrower Parties until paid by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Borrower Parties to Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneysOverdue Rate.

Indemnification of Lender. Borrower agrees To the fullest extent permitted by law, the County covenants to indemnifydefend, to defend and to save indemnify and hold harmless the Lender harmless from and its officers, directors, members, employees and agents (collectively, the “Indemnified Party”) against any and all losses, claims, suitsdamages or liabilities, obligationsjoint or several, including fees and expenses incurred in connection therewith, to which such Indemnified Party may become subject under any statute or at law or in equity or otherwise in connection with the transactions contemplated by this Agreement or the Deed of Trust and shall reimburse any such Indemnified Party for any legal or other expenses incurred by it in connection with investigating any claims against it and defending any actions, insofar as such losses, claims, damages, lossesliabilities or actions arise out of the transactions contemplated by this Agreement or the Deed of Trust. In particular, costs without limitation, the County shall and expenses (hereby agrees to indemnify and save the Indemnified Party harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of any breach or default on the part of the County in the performance of any of its obligations under this Agreement or the Deed of Trust. The indemnification provided for herein shall apply only to the extent such liability arises out of acts for which any defense of governmental, statutory or common law immunity is not available, shall not be construed as a waiver of any applicable defense of governmental, statutory or common law immunity by the County, and shall not prevent the County from asserting any defense of such immunity; provided, however, that if a court of competent jurisdiction determines no such immunity applies, the indemnity provided for herein shall apply. Notwithstanding the foregoing, the Lender and the County acknowledge and agree that the County is not deemed to have waived any defenses against a claim for indemnification by Lender, including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines the defenses (a) that the County is not authorized to indemnify against claims and forfeitures of any nature whatsoever that may be asserted (b) such indemnification against claims is contrary to public policy or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth hereinother similar defenses. The foregoing indemnity provisions shall survive parties acknowledge that the cancellation authority of this Agreement as a municipality to all matters arising indemnify against claims has not been established by any North Carolina statute or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneyscourt decision.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, actual damages (excluding consequential, punitive and special damages), lossesactual losses (excluding diminutions), costs cost and expenses (including, without limitation, Lender’s reasonable attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Loan Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1i) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the CollateralSecured Property; (2ii) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunderhereunder and under any of the other Loan Documents; (3iii) any failure of Borrower to perform any of its obligations hereunderhereunder and under any of the other Loan Documents; and/or (4iv) subject to Section 5.13(f) hereof, any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein, and under the Loan Documents relating to Environmental Laws and Hazardous Materials. The foregoing indemnity provisions shall survive the cancellation of this Loan Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Loan Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral Property and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall reasonably approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the reasonable fees and disbursements of such attorneys.

Indemnification of Lender. Borrower Each Loan Party hereby expressly acknowledges and recognizes its responsibility for and agrees to indemnify, to defend and to save indemnify and hold Lender and Lender's successors and assigns absolutely harmless from and against all costs, expenses, liabilities, loss, damage or obligations incurred by or imposed upon or alleged to be due of Lender or Lender's successors and assigns in connection with the assertion of (a) any and all claimsclaim for brokerage, suitsagency or finder's fees or commissions in connection with the Loan or the Collateral; (b) any claim for attorneys', obligationsappraisal, damagestitle insurance, lossesinspection or other fees, costs and expenses incurred in connection with the negotiation, closing, administration, collection or refinancing of the Loan which arise by, through or on behalf of any Loan Party or any agent or representative of any of them; or (includingc) any claim arising out of or occurring because of or related to any Default or Event of Default hereunder. Without limiting the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any of the Loan Documents, in the event any claim or demand is made or any other fact comes to the attention of Lender in connection with, relating or pertaining to, or arising out of the transactions contemplated by this Agreement which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and, to the extent requested by Lender, the defense of any such claim or demand and pay in connection therewith any loss, damage, deficiency, liability or obligation, including without limitation, attorneys' fees and court costs incurred in connection therewith. In the event of court action in connection with any such claim or demand, Borrower shall assume, to the extent requested by Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures the responsibility for the defense of any nature whatsoever that may be asserted against such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may, in its sole and uncontrolled discretion, make any payments sustained or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise reason of any of Borrower’s rights collaterally assigned the foregoing, and pledged Borrower shall immediately repay to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by cash the amount of such insurance or by payment, with interest thereon at the failure or refusal of rate specified in the Note to be applicable to past-due principal. Lender shall have the right to join Borrower as a party defendant in any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, legal action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations applyLender, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees hereby consents to pay the fees and disbursements entry of an order making Borrower a party defendant to any such attorneysaction.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s reasonable attorneys’ fees, as well as Lender’s architect’s and engineering fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s 's reasonable attorneys’ ' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s 's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s 's business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s 's indemnification obligations apply, then, upon Lender’s 's demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s 's name, if necessary, by the attorneys for Borrower’s 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. Counterparts. This Agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Indemnification of Lender. Borrower hereby agrees to indemnify, to defend and to save indemnify Lender and hold Lender harmless from and against any and all claimsliabilities, indebtedness, losses, damages, penalties, actions, judgments, suits, obligationsclaims, damagescosts, lossesexpenses, costs and expenses disbursements of any kind or nature what so ever which may be imposed on, incurred by or asserted against Lender, in any way relating to or arising out of (a) this Agreement and the Loan Documents and/or (b) any of the transactions contemplated therein or thereby (including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures those in any way relating to or arising out of the violation by Borrower of any nature whatsoever federal or state laws including the Interstate Land Sales Act or the Timeshare Act). Upon receiving knowledge of any suit, claim or demand asserted by a third party that may be asserted against or incurred Lender believes is covered by Lender, its officers, directors, employeesthis indemnity, and agents arising out of, relating to, or in any manner occasioned by this Agreement and subject to the exercise condition that no Event of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided Default under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by then exist, Lender shall give Borrower notice of the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier matter and an opportunity to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrowerdefend it, at its Borrowers sole cost and expense, with legal counsel satisfactory to Lender. Notwithstanding any defense by Borrower of any such suit, claim or demand, Lender shall defend such have the right to participate in any material decision affecting the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. It is the express intention of the parties hereto that the indemnity provided for herein is intended to and shall protect and indemnify Lender from the consequences of Lenders own negligence (but not gross negligence or willful misconduct), whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, action cost, expense or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneysdisbursement.

Indemnification of Lender. Borrower Grantor agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s reasonable attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever (collectively, the “Claims”) that may be asserted against or incurred by Lender, its officers, directors, employees, attorneys and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under thisthis Agreement, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of BorrowerGrantor’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower Grantor to perform any of its obligations hereunder; and/or (4) any failure of Borrower Grantor to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. BorrowerGrantor’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or BorrowerGrantor’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which BorrowerGrantor’s indemnification obligations apply, then, upon Lender’s demand, BorrowerGrantor, at its sole cost and expense, shall defend such claim, action or proceeding in BorrowerGrantor’s name, if necessary, by the attorneys for BorrowerGrantor’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower Grantor and to assist in its defense and Borrower Grantor agrees to pay the fees and disbursements of such attorneysattorneys if Grantor fails to defend. Grantor’s indemnification obligation shall not extend to claims arising from Lender’s gross neglect or willful misconduct, or Lender’s improper exercise of its rights or remedies under this Agreement except as otherwise provided herein and/or in the Related Documents.

Indemnification of Lender. (a) Borrower agrees to (the "Indemnitor") shall indemnify, to defend and to save and hold Lender and its past and current officers, directors, employees, attorneys and agents, and their respective successors and assigns (collectively, the "Indemnitees"), harmless from for, from, and against any and all claims, suits, obligations, damages, losses, costs and expenses claims (including, without limitation, Lender’s attorneys’ ' fees)) asserted against any Indemnitee by any person, demands, liabilities, penalties, fines and forfeitures entity or Governmental Authority arising out of or in connection with the ownership or use of any nature whatsoever that may be asserted against portion of the Collateral (except as to claims which arise solely out of an Indemnitee's gross negligence or incurred by willful misconduct). If, in the reasonable judgment of Lender, its officers, directors, employees, and agents arising out of, relating tothe Indemnitor is incapable of defending, or unwilling or otherwise fails to defend, the relevant Indemnitee(s) against such claims or fail to defend the relevant Indemnitee(s) against such claims in a manner Lender reasonably deems appropriate, Lender shall be entitled to appear in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding to defend the relevant Indemnitee(s) against such claims, and the Indemnitor shall reimburse Lender for all costs incurred by Lender in connection therewith, including reasonable attorneys' fees, within ten (10) days after demand therefor. Any failure to so reimburse Lender within the specified time period shall constitute an Event of Default under this Agreement, and the unreimbursed amount shall be made or brought against Lender by reason added to the outstanding balance of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrowerthe Obligations and bear interest at the Default Rate. (b) The relevant Indemnitee(s), at its sole cost and expenseoption, shall defend be entitled to settle or compromise any claim asserted against it, and such settlement shall be binding upon the Indemnitor for purposes of the foregoing indemnification; provided, however, that the Indemnitor may settle or compromise any such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if decide not to settle or compromise any such claim, action as long as all Indemnitees are fully released from any and all liability thereon. Payment by Lender pursuant to such settlement or proceeding is covered by insurance)compromise, or otherwise payment by such attorneys as Lender of any judgment or claim successfully asserted against an Indemnitee or the Collateral, shall approve. Lender may also engage its own attorneys be added to the outstanding balance of the Obligations and bear interest at its reasonable discretion to defend Borrower the Default Rate. (c) The agreements contained in this Section 7.2 shall survive repayment of the Obligations and to assist in its defense and Borrower agrees to pay the fees and disbursements termination of such attorneysany other portions of this Agreement.

Indemnification of Lender. Borrower agrees to indemnifyshall, to defend and to the fullest extent permitted by applicable law, save and hold Lender harmless from all losses, costs and expenses, including reasonable attorneys' fees, and the cost of a title search, continuation of abstract and preparation of survey, incurred by reason of any action, suit, proceeding, hearing, motion or application before any court or administrative body in and to which Lender may be or become a party by reason of this Mortgage, including but not limited to condemnation, bankruptcy, probate and administration proceedings, as well as any other of the foregoing wherein proof of claim is by law required to be filed or in which it becomes necessary to defend or uphold the terms of, or the lien created by, this Mortgage, and all claimsmoney paid or expended by Lender in that regard, suitstogether with interest thereon from the date of such payment at the Contract Rate per annum from time to time applicable under the Notes shall be part of the Obligations secured hereby and shall be due and payable by Borrower immediately upon request made by Lender. Borrower additionally hereby indemnifies and saves Lender harmless under this Mortgage from and against all liabilities, obligations, claims, damages. penalties, lossescauses of action, costs and expenses (including, without limitation, Lender’s reasonable attorneys’ fees)' fees and expenses) imposed upon, demandsincurred by, liabilitiesor asserted against Lender on account of (i) any failure of the Borrower to comply with any of the covenants and conditions on the part of Borrower to be performed or representations of Borrower contained in this Mortgage, penaltiesor (ii) any loss or damage to the Mortgaged Property or any injury to, fines and forfeitures of or death of, any nature whatsoever person that may be asserted occasioned by any cause whatsoever pertaining to the Mortgaged Property or the use thereof, provided that such indemnity shall be effective only to the extent of any loss that may be sustained by Lender in excess of any net proceeds of the insurance received by Lender from any insurance carried with respect to such loss and provided further that the benefits of this Section shall not inure to any person other than Lender and its successors and assigns. Nothing contained in this Section shall require the Borrower to indemnify Lender against the gross negligence or incurred by wantonly malicious acts of Lender. The indemnities contained in this Section shall survive payment of the Obligations and the release of this Mortgage, its and shall extend to the officers, directors, employees, employees and duly authorized agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower Xxxxxxxx agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s Xxxxxx's attorneys’ ' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s 's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s 's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its Its part under any insurance policy or policies affecting the Collateral and/or Borrower’s 's business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as es to which Borrower’s Xxxxxxxx's indemnification obligations apply, then, upon Lender’s 's demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s 's name, if necessary, by the attorneys for Borrower’s 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender Xxxxxx may also engage its Its own attorneys at its reasonable discretion to defend Borrower Xxxxxxxx and to assist in its defense and Borrower Xxxxxxxx agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance Insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Except to the extent of the negligent or willful acts or omission of Lender or its employees, agents or contractors, Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s 's reasonable attorneys’ ' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s 's rights collaterally assigned and pledged to Lender hereunder; and (3) any failure of Borrower Xxxxxxxx to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s Xxxxxxxx's indemnification obligations apply, then, upon Lender’s 's demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s 's name, if necessary, by the attorneys for Borrower’s 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower Xxxxxxxx and to assist in its defense and Borrower Xxxxxxxx agrees to pay the reasonable fees and disbursements of such attorneys.

Indemnification of Lender. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, the Borrower agrees to indemnifyParties shall protect, to defend and to save indemnify and hold harmless Lender harmless for, from any and against all claims, suitsliabilities, obligations, claims, damages, lossespenalties, causes of action, costs and reasonable expenses (including, without limitation, Lender’s reasonable attorneys’ fees), demandsto the maximum extent permitted by law, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against imposed upon or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought asserted against Lender by reason of the following, except to the extent caused by Lender’s gross negligence or willful misconduct: (a) any event as accident, injury to or death of persons or loss of or damage to property occurring on or about any Property owned by it or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by the Borrower Parties, any Manager or anyone claiming under any of them or any Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Borrower’s indemnification Lender is made a party or participant relating to any Property owned by it or portion thereof or any Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations apply(other than Condemnation proceedings) to which Lender is made a party, then(c) any Impositions that are the obligations of the Borrower Parties to pay pursuant to the applicable provisions of this Agreement, upon Lender’s demand, Borrowerand (d) any failure on the part of the Borrower Parties or anyone claiming under the Borrower Parties to perform or comply with any of the terms of this Agreement. The Borrower Parties, at its sole cost and their expense, shall contest, resist and defend any such claim, action or proceeding in Borrower’s name, if necessary, asserted or instituted against Lender (and shall not be responsible for any duplicative attorneys’ fees incurred by the attorneys for Borrower’s insurance carrier (if such claim, action Lender) or proceeding is covered by insurance), may compromise or otherwise by such attorneys as Lender dispose of the same, with Lender’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of the Borrower Parties under this Section 7.5 are in addition to the obligations set forth in Section 5.5 and shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay survive the fees and disbursements termination of such attorneysthis Agreement.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs costs, and expenses (including, without limitation, Lender’s attorneys’ attorney’s fees), demands, liabilities, penalties, fines and forfeitures of or any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: , (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; , (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive service in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part party under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event even as to which Borrower’s indemnification obligations apply, then, upon Lender’s Lenders demand, Borrower, Borrower at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys attorney at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower hereby agrees to indemnifydefend, to defend and to save protect, indemnify and hold Lender harmless from any Lender, its directors, officers, employees, agents, successors and all claims, suits, obligations, damages, losses, costs and expenses assigns (including, without limitation, Lender’s attorneys’ feesany participants in the Loan), demandsharmless from and against any and all losses, liabilities, penaltiesfines, fines and forfeitures claims, actions, judgments, costs, expenses or damages, to the extent such losses, liabilities, fines, claims, actions, judgments, costs, expenses or damages do not arise out of any nature whatsoever that may be Lender's willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction) asserted against Lender by any person, entity or incurred by Lender, its officers, directors, employees, and agents Governmental Authority arising out of, relating to, of or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, connection with Borrower's ownership or maintenance of any part of the Collateral; (2) the exercise use of any of Borrower’s rights collaterally assigned the Properties, including, but not limited to, any liens (i.e., judgments, mechanics' and pledged to Lender hereunder; (3) materialmen's liens, or otherwise), charges and encumbrances filed against any failure Property, and from any claims and demands for damages or injury, including claims for property damage, personal injury or wrongful death, arising out of Borrower to perform or in connection with any of its obligations hereunder; and/or (4) accident or fire or other casualty on the Properties or any failure of Borrower to comply with the environmental nuisance made or suffered thereon, including, without limitation, in any case, reasonable attorneys' fees, costs and ERISA obligationsexpenses as aforesaid, representations whether at pretrial, trial or appellate level, and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive payment in the event that Lender elects to exercise any full of the remedies as provided under this Agreement following default hereunderLoan. Borrower’s indemnity obligations under this section shall not Lender will be entitled to appear in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding to defend itself against such claims, and all costs incurred by Lender in connection therewith, including reasonable attorney's fees, shall be made or brought against paid by Borrower to Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrowerrequest. Lender shall, at its sole cost option, and expensesubject to Borrower's reasonable prior written approval, be entitled to settle or compromise any asserted claim against it, and such settlement shall defend be binding upon Borrower for purposes of this indemnification. Payment thereof by Lender or the payment by Lender of any such claim, action judgment or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as claim successfully perfected against Lender shall approvebear interest at the Default Interest Rate and shall be payable within ten (10) Business Days after Lender's demand therefor. Lender may also engage its own attorneys at its reasonable discretion shall provide copies of invoices, statements or other records documenting such amounts to defend Borrower and the extent available to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneysLender.

Indemnification of Lender. Borrower hereby agrees to indemnify, to defend and to save indemnify Lender ------------------------- and hold Lender harmless from and against any and all claimsliabilities, indebtedness, losses, damages, penalties, actions, judgments, suits, obligationsclaims, damagescosts, lossesexpenses, costs and expenses disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender, in any way relating to or arising out of (a) this Agreement and the Loan Documents, and/or (b) any of the transactions contemplated therein or thereby (including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures those in any way relating to or arising out of the violation by Borrower of any nature whatsoever federal or state laws including the Interstate Land Sales Act or the Timeshare Act). Upon receiving knowledge of any suit, claim or demand asserted by a third party that may be asserted against or incurred Lender believes is covered by Lender, its officers, directors, employeesthis indemnity, and agents arising out of, relating to, or in any manner occasioned by this Agreement and subject to the exercise condition that no Event of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided Default under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by then exist, Lender shall give Borrower notice of the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier matter and an opportunity to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrowerdefend it, at its Borrower's sole cost and expense, with legal counsel satisfactory to Lender. Notwithstanding any defense by Borrower of any such suit, claim or demand, Lender shall defend such have the right to participate in any material decision affecting the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. It is the express intention of the parties hereto that the indemnity provided for herein is intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence (but not gross negligence or willful misconduct), whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, action cost, expense or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneysdisbursement.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s 's attorneys’ ' fees, as well as Lender's architect's and engineering fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth hereinthis Agreement. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any way be affected by the presence limitation whatsoever, to any one or absence of covering insurancemore purchasers, or by potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the amount Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such insurance participation interests. Borrower also agrees that the purchasers of any such participation Interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or by agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation Interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or refusal insolvency of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason holder of any event as to which Borrower’s indemnification obligations apply, then, upon interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save defend, and hold Lender and its officers, directors, employees, and agents harmless from and against any and all claims, suits, obligations, damages, losses, costs and costs, expenses (including, without limitation, Lender’s reasonable attorneys’ ', architect's, and engineering fees), demands, liabilities, penalties, fines fines, and forfeitures of any nature whatsoever and whenever made that may be asserted against or incurred by Lender, Lender or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by by, (i) this Agreement and or the Related Documents; (ii) a breach by Borrower of this Agreement or the Related Documents; or (iii) the exercise of the rights and remedies granted Lender under thisthis Agreement or the Related Documents. Lender shall have the right (i) to commence, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, conditionappear in, or maintenance defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties to this Agreement, the Related Documents, or the disbursement of Loan Proceeds; and (ii) to appear in any action or proceeding to defend itself against such claims. Lender shall be entitled to settle or compromise any asserted claims against it, and such settlement shall be binding upon Borrower for purposes of this section. All related costs and expenses incurred by Lender (including reasonable attorneys'. fees incurred by Lender) shall be paid by Borrower to Lender. The provisions of this section of the Agreement shall survive the payment of the Indebtedness and the expiration, cancellation, or termination of this Agreement, and shall not be affected by Lender's acquisition of any part interest in any of the Collateral; (2) the exercise of , whether by foreclosure or otherwise. However, in interpreting and applying this provision or any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive similar provision contained in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s Related Documents that requires a Borrower or Guarantor to indemnify Lender and hold Lender harmless, the indemnity obligations under this section and hold harmless provision shall not in be construed so as to require any way be affected by the presence Borrower or absence of covering insuranceGuarantor to indemnify Lender or hold Lender harmless from or against Lender's own gross negligence, willful misconduct, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneyswrongful acts.

Indemnification of Lender. Borrower hereby expressly acknowledges and recognizes its responsibility for and agrees to indemnify, to defend and to save indemnify and hold Lender and Lender's successors and assigns, absolutely harmless from and against all costs, expenses, liabilities, loss, damage, or obligations incurred by or imposed upon or alleged to be due of Lender or Lender's successors and assigns in connection with the assertion of (a) any and all claimsclaim for brokerage, suitsagency or finder's fees or commissions in connection with the Loan or the Property; or (b) any claim for attorney, obligationsappraisal, damagestitle insurance, lossesinspection or other fees, costs and expenses incurred in connection with the negotiation, closing, administration, collection or refinancing of the Loan, which arise by, through or on behalf of the Borrower or any agent or representative of any of them; or (includingc) any claim arising out of or occurring because of or related to any Event of Default thereunder. Without intending to limit the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any of the documents securing the Loan, in the event any claim or demand is made or any other fact comes to the attention of Lender in connection with, relating or pertaining to, or arising out of the transactions contemplated by this Loan Agreement, which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and the defense of any such claim or demand and pay in connection therewith any loss, damage, deficiency, liability or obligation, including without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines attorney's fees and forfeitures court costs incurred in connection therewith. In the event of court action in connection with any such claim or demand the Borrower shall assume in full the responsibility for the defense of any nature whatsoever that may be asserted against such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. The Lender may, in Lender's sole and uncontrolled discretion, make any payments sustained or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations applyof the foregoing, then, upon Lender’s demand, Borrower, at its sole cost and expense, the Borrower shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.immediately

Indemnification of Lender. (a) Borrower agrees shall indemnify and hold Lender, and its respective successors and assigns (collectively, “Indemnitees”), harmless for, from and against any and all claims asserted against any Indemnitee by any person arising out of or in connection any gross negligence or willful misconduct of Borrower in connection with the Loan Documents. The foregoing indemnity shall not apply to indemnify, claims which arise solely out of an Indemnitee’s gross negligence or willful misconduct. Borrower shall have the first opportunity to defend against any such claim; provided, however, that if, in the reasonable judgment of Lender, Indemnitors are incapable of defending (due to a conflict of interest or otherwise), or unwilling to defend, the relevant Indemnitee(s) against such claims or fail to defend the relevant Indemnitee(s) against such claims in a manner Lender reasonably deems appropriate, then Lender shall be entitled to appear in any action or proceeding to defend the relevant Indemnitee(s) against such claims with counsel of its own choice, and Indemnitors shall reimburse Lender for all costs incurred by Lender in connection therewith, including reasonable attorneys’ fees, within ten (10) business days after demand therefor. Any failure to save so reimburse Lender within the specified time period shall constitute an Event of Default, and hold Lender harmless the unreimbursed amount shall be added to the outstanding balance of the Loan, and shall be subject to the Warrant. The indemnity obligations in this paragraph 3.2 shall survive repayment of the Loan and the termination of any other portions of this Agreement. (b) The relevant Indemnitee(s), at its sole option, shall be entitled to settle or compromise any claim asserted against it, subject to the prior reasonable approval of Borrower, and such settlement shall be binding upon Indemnitors for purposes of the foregoing indemnification; provided, however, that, upon ten business days’ prior written notice (or such shorter time period as may then be practicable under the circumstances), Indemnitors may settle or compromise any such claim, or decide not to settle or compromise any such claim, as long as all Indemnitees are fully released from any and all claimsliability thereon. Payment by Lender pursuant to such settlement or compromise, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures or payment by Lender of any nature whatsoever that may be judgment or claim successfully asserted against an Indemnitee or incurred by Lenderany Membership Interests, its officers, directors, employeesshall be added to the outstanding balance of the Loan, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise be payable upon demand of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. Borrower Xxxxxxxx agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, . Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: ; (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which BorrowerXxxxxxxx’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower Xxxxxxxx and to assist in its defense and Borrower Xxxxxxxx agrees to pay the fees and disbursements of such attorneys.

Indemnification of Lender. (a) Borrower agrees to (the "Indemnitor") shall indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs its past and expenses (including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its current officers, directors, employees, attorneys and agents agents, and their respective successors and assigns (collectively, the "Indemnitees"), harmless for, from, and against any and all claims (including without limitation, attorneys' fees) asserted against any Indemnitee by any person, entity or Governmental Authority arising out ofof or in connection with the ownership or use of any portion of the Collateral (except as to claims which arise solely out of an Indemnitee's gross negligence or willful misconduct). If, relating toin the reasonable judgment of Lender, the Indemnitor is incapable of defending, or unwilling to defend, the relevant Indemnitee(s) against such claims or fail to defend the relevant Indemnitee(s) against such claims in a manner Lender reasonably deems appropriate, Lender shall be entitled to appear in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding to defend the relevant Indemnitee(s) against such claims, and the Indemnitor shall reimburse Lender for all costs incurred by Lender in connection therewith, including reasonable attorneys' fees, within ten (10) days after demand therefor. Any failure to so reimburse Lender within the specified time period shall constitute an Event of Default under this Agreement, and the unreimbursed amount shall be made or brought against Lender by reason added to the outstanding balance of any event as to which Borrower’s indemnification obligations applythe Obligations and bear interest at the Interest Rate until paid. (b) The relevant Indemnitee(s), then, upon Lender’s demand, Borrower, at in its sole cost and expense(their) reasonable discretion, shall defend be entitled to settle or compromise any claim asserted against it, and such settlement shall be binding upon the Indemnitor for purposes of the foregoing indemnification; provided, however, that the Indemnitor may settle or compromise any such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if decide not to settle or compromise any such claim, action as long as all Indemnitees are fully released from any and all liability thereon. Payment by Lender pursuant to such settlement or proceeding is covered by insurance)compromise, or otherwise payment by such attorneys as Lender of any judgment or claim successfully asserted against an Indemnitee or the Collateral, shall approve. Lender may also engage its own attorneys be added to the outstanding balance of the Obligations and bear interest at its reasonable discretion to defend Borrower the Interest Rate until paid. (c) The agreements contained in this Section (8.4) shall survive repayment of the Obligations and to assist in its defense and Borrower agrees to pay the fees and disbursements termination of such attorneysany other portions of this Agreement.

Indemnification of Lender. Borrower hereby agrees to indemnifyprotect, to defend -------------------------- and to save indemnify Lender and hold Lender harmless from and against any and all claimsliabilities, indebtedness, losses, damages, penalties, actions, judgments, suits, obligationsclaims, damagescosts, lossesexpenses, costs and expenses disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender, in any way relating to or arising out of (i) this Agreement and the Loan Documents and/or (ii) any of the transactions contemplated therein or thereby (including, without limitation, Lender’s attorneys’ feesthose in any way relating to or arising out of the violation of any federal or state laws including ILSFDA or the Lot Sales Acts), demandsand including those that may result from Lender's negligence or inadvertence, liabilities, penalties, fines and forfeitures Such indemnification shall not give Borrower any right to participate in the selection of counsel for Lender or the conduct or settlement of any nature whatsoever that dispute or proceeding for which indemnification may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and claimed. It is the exercise express intention of the rights and remedies granted Lender under thisparties hereto that the indemnity provided for in this Section 9.11, as well as by: (1) the ownershipdisclaimers of liability referred to in this Agreement, useare intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, operationwhether or not that negligence is the sole or concurring cause of any liability, constructionobligation, renovationloss, demolitiondamage, preservationpenalty, managementaction, repairjudgment, conditionsuit, claim, cost, expense or maintenance disbursement, But specifically excluding from such indemnity any consequences proximately caused by Lender's gross negligence, willful misconduct or commercially unreasonable conduct. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of action or lawsuit described in this Section 9.11. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned , and pledged to if Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or solicits such offers from not less than four (4) any failure of Borrower to comply with such investors, then the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that acceptance by Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section highest offer obtained therefrom shall not in any way be affected by the presence or absence deemed to be a commercially reasonable method of covering insurance, or by the amount disposition of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneysCollateral.

Indemnification of Lender. The Borrower agrees (a) to indemnify, to defend and to save indemnify and hold harmless the Lender harmless (to the full extent permitted by law) from and against any and all claims, suits, obligations, damagesdemands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever nature, and (b) to pay to the Lender an amount equal to the amount of all costs and expenses (includingexpenses, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties, fines including legal fees and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employeesdisbursements, and agents arising with regard to both (a) and (b) growing out ofof or resulting from any litigation or other proceedings relating to the Pledged Securities, relating tothe making of the Loan, any attempt to audit, inspect, protect or sell the Pledged Securities, or in any manner occasioned by this Agreement the administration and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, enforcement or maintenance of any part of the Collateral; (2) the exercise of any right or remedy granted to the Lender hereunder but excluding therefrom all costs arising out of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure or resulting from the gross negligence or willful misconduct of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth hereinLender. The foregoing indemnity provisions shall survive agreement includes any costs incurred by the cancellation Lender in connection with any action or proceeding which may be instituted in respect of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insuranceLender, or by any other Person either against the amount Lender or in connection with which any officer or employee of such insurance the Lender is called as a witness or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claimdeponent, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations applyincluding, thenbut not limited to, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Lender, and any out-of-pocket costs incurred by the Lender in appearing as a witness or in otherwise complying with legal process served upon them. In no event shall the Lender be liable to the Borrower for any matter or thing in connection with this Credit Agreement other than to make the Loan. Whenever the provisions of this Credit Agreement provide that, if the Borrower shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty of the Borrower shall be breached, the Lender may (but shall not be obligated to) perform the same or cause it to be done or remedy any such attorneysbreach and if the Lender does the same or causes it to be done, there shall be added to the Obligations hereunder the cost or expense incurred by the Lender in so doing, and any and all amounts expended by the Lender in taking any such action shall be repayable to it upon its demand therefor and shall bear interest at 5% in excess of the interest rate in effect from the date advanced to the date of repayment. All indemnities contained in this Section 7.5 shall survive the expiration or earlier termination of this Credit Agreement.

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save defend, and hold Lender and its officers, directors, employees, and agents harmless from and against any and all claims, suits, obligations, damages, losses, costs and costs, expenses (including, without limitation, Lender’s reasonable attorneys’ ’, architect’s, and engineering fees), demands, liabilities, penalties, fines fines, and forfeitures of any nature whatsoever and whenever made that may be asserted against or incurred by Lender, Lender or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by by, (i) this Agreement and or the Related Documents; (ii) a breach by Borrower of this Agreement or the Related Documents; (iii) the exercise of the rights and remedies granted Lender under this, as well as by: this Agreement or the Related Documents; or (1iv) the ownership, use, operationgeneration, constructionmanufacture, renovationstorage, demolitiondisposal, preservation, management, repair, conditionrelease, or maintenance threatened release of a Hazardous Substance on, under, about, or from the Real Property in violation of applicable law. Borrower releases and waives any part future claims against Lender and its officers, directors, employees, and agents for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any Environmental Law for the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property. Lender shall have the right (i) to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the Collateralparties to this Agreement, or the Related Documents; and (2ii) the exercise to appear in any action or proceeding to defend itself against such claims. Lender shall be entitled to settle or compromise any asserted claims against it, and such settlement shall be binding upon Borrower for purposes of any of Borrower’s rights collaterally assigned this section. All related costs and pledged to expenses incurred by Lender hereunder; (3including reasonable attorneys’ fees incurred by Lender) any failure of shall be paid by Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth hereinLender. The foregoing indemnity provisions of this section of the Agreement shall survive the cancellation payment of the Indebtedness and the expiration, cancellation, or termination of this Agreement as to all matters arising or accruing prior to such cancellation Agreement, and the foregoing indemnity shall survive not be affected by Lender’s acquisition of any interest in the event that Lender elects to exercise any of the remedies as provided under Real Property, whether by foreclosure or otherwise. However, in interpreting and applying this Agreement following default hereunder. Borrower’s provision or any similar provision contained in any of the Related Documents that requires a Borrower to indemnify Lender and hold Lender harmless, the indemnity obligations under this section and hold harmless provision shall not in be construed so as to require any way be affected by the presence Borrower to indemnify Lender or absence of covering insurancehold Lender harmless from or against Lender’s own gross negligence, willful misconduct, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneyswrongful acts.

Indemnification of Lender. Borrower hereby expressly acknowledges and recognizes Borrower's responsibility for and agrees to indemnify, to defend and to save indemnify and hold Lender and Lender's successors and assigns absolutely harmless from and against all costs, expenses, liabilities, loss, damage or obligations incurred by or imposed upon or alleged to be due of Lender or Lender's successors and assigns in connection with CONSTRUCTION LOAN AGREEMENT PAGE 16 --------------------------- Exhibit 99.1 the assertion of (a) any and all claimsclaim for brokerage, suitsagency or finder's fees or commissions in connection with the Loan, obligationsor the Property; or (b) any claim for attorneys', damagesappraisal, lossestitle insurance, inspection or other fees, costs and expenses incurred in connection with the negotiation, closing, administration, collection or refinancing of the Loan which arise by, through or on behalf of Borrower or any Guarantor or any agent or representative of any of them; or (includingc) any claim arising out of or occurring because of or related to any Default hereunder. Without limiting the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any of the Loan Documents, in the event any claim or demand is made or any other fact comes to the attention of Lender in connection with, relating or pertaining to, or arising out of the transactions contemplated by this Agreement which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and, to the extent requested by Lender, the defense of any such claim or demand and pay in connection therewith any loss, damage, deficiency, liability or obligation, including without limitation, attorneys' fees and court costs incurred in connection therewith. In the event of court action in connection with any such claim or demand, Borrower shall assume, to the extent requested by Lender’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures the responsibility for the defense of any nature whatsoever that may be asserted against such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may, in its sole and uncontrolled discretion, make any payments sustained or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exercise reason of any of Borrower’s rights collaterally assigned the foregoing, and pledged Borrower shall immediately repay to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by cash the amount of such insurance or by payment, with interest thereon at the failure or refusal of rate specified in the Note to be applicable to past-due principal. Lender shall have the right to join Borrower as a party defendant in any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, legal action or proceeding be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations applyLender, then, upon Lender’s demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees hereby consents to pay the fees and disbursements entry of an order making Borrower a party defendant to any such attorneysaction.