Lender shall be solely liable for, and shall defend, indemnify and hold harmless the Borrower and its affiliates and their respective officers, directors, managers, members, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneysβ fees) arising out of, relating to or resulting from: