Borrower shall indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, actual damages (excluding special, consequential or punitive damages except to the extent same are imposed on, incurred by or asserted against Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened by any other Person (that is not an Affiliate of Lender) against Lender), penalties, actions, judgments, suits, claims, out-of-pocket costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that are actually imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower (excluding the Physical Conditions Report or any appraisals, environmental reports, engineering reports or other reports prepared by a Person who is not an Affiliate of Borrower or any Guarantor, except to the extent caused by any information provided by or on behalf of Borrower to such Person); (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or the Worldwide Plaza Amenities or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or the Worldwide Plaza Amenities or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or the Worldwide Plaza Amenities; (viii) any failure of the Property or the Worldwide Plaza Amenities to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons (other than Persons retained by Lender) claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or the Worldwide Plaza Amenities or any part thereof, or any liability asserted against Lender with respect thereto; and (x) the claims of any lessee of any portion of the Property or the Worldwide Plaza Amenities or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease (collectively, the “ Indemnified Liabilities ”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender; provided, further, that Borrower shall not have any obligation to Lender under clauses (iv), (v), (vi), (vii), (viii) or (x) of this Section 4.30 with respect to acts or circumstances which first occur after the earlier to occur of: (a) the date Lender takes possession and control of the Borrower following the exercise by Lender of its remedies pursuant to the Loan Documents (or otherwise) in connection with a foreclosure sale or a conveyance in lieu of foreclosure of the Pledged Interests and (b) (1) with respect to the Property only, the completion of transfer of title to the Property to Senior Lender, a designee or nominee of Senior Lender, or any successful bona fide third-party bidder that is not an Affiliate of Borrower or any Guarantor, following the exercise by Senior Lender of its remedies pursuant to the Senior Loan Documents (or otherwise) in connection with a foreclosure sale or a deed in lieu of foreclosure or (2) with respect to the Worldwide Plaza Amenities only, the date Senior Lender or its designee or nominee, or any successful bona fide third-party bidder that is not an Affiliate of Borrower, Owner or any Guarantor, takes possession and control of WWP Amenities MPH Lender, LLC and WWP Amenities MPH Partner, LLC following the exercise by Senior Lender of its remedies pursuant to the Senior Loan Documents (or otherwise) in connection with a foreclosure sale or a deed in lieu of foreclosure of the Membership Interests; provided, further, that following the appointment of a receiver for Borrower or any Borrower Party, Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the acts or omissions of such receiver or its agents or representatives or any parties appointed by such receiver. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.