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7.12 Indemnification. Trustor shall indemnify, defend (with counsel reasonably <br />acceptable to Beneficiary), and hold harmless the Indemnitees (as defined in Section 7.10) from <br />and against all Claims arising directly or indirectly in any manner in connection with or as a <br />result of (a) any breach of Trustor's covenants under any City Document, (b) any representation <br />by Trustor in any City Document which proves to be false or misleading in any material respect <br />when made, (c) injury or death to persons or damage to property or other loss occurring on the <br />Land or in any improvement located thereon, whether caused by the negligence or any other act <br />or 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) any claim, <br />demand or cause of action, or any action or other proceeding, whether meritorious or not, <br />brought or asserted against any Indemnitee which relates to or arises out of the Property, or any <br />City Document or any transaction contemplated thereby, or any failure of Trustor to comply with <br />all applicable state, federal and local laws and regulations applicable to the Property, provided <br />that no Indemnitee shall be entitled to indemnification under this Section for matters caused by <br />such Indemnitee's gross negligence or willful misconduct. The obligations of Trustor under this <br />Section shall 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 under this <br />Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in <br />lieu of foreclosure, and any release or reconveyance of this Deed of Trust. <br />7.13. 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 exercise <br />of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of <br />Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of <br />Trustor under any agreement related to the Property or under this Deed of Trust; (iii) any waste <br />committed by Trustor, the lessees of the Property or any third parties, or any dangerous or <br />defective condition of the Property; or (iv) any loss sustained by Trustor or any third party <br />resulting from any act or omission of Beneficiary in managing the Property after an Event of <br />Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of <br />Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in <br />this Section 7.13, and agrees that Trustor shall assert no claim related to any of the foregoing <br />against Beneficiary. <br />7.14 Insurance and Condemnation Proceeds. Subject to the rights of any senior <br />lienholders, and notwithstanding anything contained in any of the City Documents, unless <br />Beneficiary and Trustor otherwise agree in writing, any award of damages in connection with <br />any condemnation for public use of, or injury to the Property or any part thereof shall be applied <br />to restoration or repair of the Property, provided Trustor determines that such restoration or <br />repair is economically feasible and there is no default under any City Document that is <br />continuing beyond the expiration of all applicable cure periods. If Trustor determines that such <br />restoration or repair is not economically feasible or if a default exists after expiration of all <br />applicable cure periods, the insurance proceeds shall be applied to the sums secured by this Deed <br />of Trust, with the excess, if any, paid to Trustor. In the event funds for such work are <br />insufficient, Beneficiary may, in its sole discretion and subject to the approval of Beneficiary's <br />governing board, advance such additional funds as may be necessary to allow the Property to be <br />repaired or restored, and may add the amount thereof to the principal balance of the Note. If the <br />Property is abandoned by Trustor, or if Trustor fails to respond to Beneficiary within 30 days <br />11 <br />