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7.13 Indemnification. Trustor shall indemnify, defend (with counsel reasonably <br />acceptable to Beneficiary), and hold harmless the Trustee and the Indemnitees (as <br />defined in Section 7.11) from and against all Claims arising directly or indirectly in any <br />manner in connection with or as a result of (a) any breach of Trustor's covenants under <br />any Loan Document, (b) any representation by Trustor in any Loan Document which <br />proves to be false or misleading in any material respect when made, (c) injury or death <br />to persons or damage to property or other loss occurring on the Land or in any <br />improvement located thereon, whether caused by the negligence or any other act or <br />omission of Trustor or any other person or by negligent, faulty, inadequate or defective <br />design, building, construction or maintenance or any other condition or otherwise, (d) <br />any claim, demand or cause of action, or any action or other proceeding, whether <br />meritorious or not, brought or asserted against any Indemnitee which relates to or arises <br />out of the Property, or any Loan Document or any transaction contemplated thereby, or <br />any failure of Trustor to comply with all applicable state, federal and local laws and <br />regulations applicable to the Property, provided that no Indemnitee shall be entitled to <br />indemnification under this Section for matters caused by such Indemnitee's gross <br />negligence or willful misconduct. The obligations of Trustor under this Section shall <br />survive the repayment of the Loan and shall be secured by this Deed of Trust. <br />Notwithstanding any contrary provision contained herein, the obligations of Trustor <br />under this Section shall survive any foreclosure proceeding, any foreclosure sale, any <br />delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed <br />of Trust. <br />7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to <br />Trustor or any other person as a consequence of any of the following: (i) Beneficiary's <br />exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary <br />in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any <br />obligation or liability of Trustor under any agreement related to the Property or under <br />this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or <br />any third parties, or any dangerous or defective condition of the Property (excepting <br />conditions caused by one or more Indemnitees); or (iv) any loss sustained by Trustor or <br />any third party resulting from any act or omission of Beneficiary in managing the <br />Property after an Event of Developer Default, unless the loss is caused by the willful <br />misconduct, gross negligence, or bad faith of Beneficiary. Trustor hereby expressly <br />waives and releases all liability of the types described in this Section 7.14 and agrees <br />that Trustor shall assert no claim related to any of the foregoing against Beneficiary. <br />7.15 Condemnation Proceeds. Subject to the rights of any senior lienholders, <br />any award of damages in connection with any condemnation for public use of, or injury <br />to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary <br />who may apply such moneys to any indebtedness secured hereby in such order as <br />Beneficiary may determine, or at the option of Beneficiary the entire amount so <br />collected or any part thereof may be released to Trustor. Such application or release <br />shall not cure or waive any default or notice of default hereunder or invalidate any act <br />done pursuant to such notice. <br />yi8o284-6 lq <br />