Common use of Fees and Expenses; Indemnification Clause in Contracts

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Class B Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Class B Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Class B Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Class B Preferred Guarantee Trustee in accordance with any provision of this Trust Class B Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Class B Preferred Guarantee or the earlier resignation or removal of the Trust Class B Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, reasonable attorney's fees, and all other costs and expenses of every character reasonably and properly incurred by Grantor, the Collateral Agent or Lenders in connection with this Deed, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Trustee, the Collateral Agent and Lenders for all such costs and expenses incurred by each of them. Grantor shall pay all reasonable and proper expenses and reimburse the Collateral Agent and Lenders for any reasonable expenditures, including reasonable attorney's fees and legal expenses, incurred or expended in connection with (i) the breach, by Grantor of any covenant herein or (ii) the Collateral Agent's or Lender's reasonable exercise of any of the rights and remedies hereunder or the Collateral Agent's or Lenders' reasonable protection of the Property and the lien and security interest therein. Notwithstanding anything to the Trust Preferred Guarantee Trustee from time to time contrary contained in this Deed, any provision requiring the payment of attorneys' fees or reasonable attorneys' fees shall, in all instances, mean attorneys' fees calculated at such compensation as shall be agreed to in writing between attorneys' regular hourly rates for the Guarantor actual number of hours expended on the matter, and the Trust Preferred Guarantee Trustee parties agree that the provisions of the Official Code of Georgia Section 13-1-11(a)(2) shall not apply. Grantor will indemnify and hold harmless, the Collateral Agent and Lenders (for purposes of this subparagraph (m), the terms "Collateral Agent" and "Lenders" shall include the directors, officers, employees and agents of the Collateral Agent and Lenders and any persons or entities owned or controlled by or affiliated with the Collateral Agent and Lenders) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses (including, without limitation, reasonable expensesattorney's fees) which may be imposed upon, disbursements and advances asserted against or incurred or made paid by the Trust Preferred Guarantee Trustee any of them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements Property through any cause whatsoever, or asserted against any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Deed. The foregoing indemnities shall not apply with respect to matters caused by or arising out of the trust gross negligence or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice willful misconduct of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorCollateral Agent and/or Lenders. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedGrantor agrees, however, that such counsel shall be reasonably satisfactory it expressly intends to indemnify the Indemnified PersonsCollateral Agent and Lenders from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of their ordinary negligence. The Guarantor will notforegoing indemnities, without the prior written consent of the Indemnified Personshowever, settle or compromise or consent to the entry of any judgment shall not apply with respect to any pending losses, liabilities, claims, damages or threatened claimexpenses incurred by the Collateral Agent, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee Lenders or the earlier resignation or removal of the Trust Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor (a) After the Closing Date, the Servicer covenants and agrees to pay to the Trust Preferred Guarantee Owner Trustee, the Paying Agent, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Indenture Trustee and any co-trustee of the Indenture Trustee or the Owner Trustee from time to time time, and the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any such compensation as co-trustee shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee entitled to, reasonable compensation for all services rendered by it hereunder each of them in the execution of the trusts created under the Trust Agreement and to the Indenture and in the exercise and performance of any of the powers and duties under the Trust Agreement or the Indenture, as the case may be, of the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee, and the Servicer will pay or reimburse the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee or any co-trustee in accordance with any provision of the provisions of this Agreement, the Indenture, the Trust Preferred Guarantee Agreement, any other Basic Document or the Auction Agent Agreement (including which payment shall not be limited by any law in regards to the reasonable compensation and the expenses and disbursements of its agents and counsel), a trustee of an express trust) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct misfeasance or bad faith. The Guarantor agrees to indemnify each Indemnified Person forIn addition, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor Indenture Trustee shall be entitled to appoint counsel be reimbursed from the Servicer for all reasonable costs associated with the transfer of servicing from the Guarantor’s choice at the Guarantor’s expense predecessor servicer pursuant to represent the Indemnified Persons in any action for which indemnification is sought; providedSection 7.02 hereunder, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will notincluding, without limitation, any reasonable costs or expenses associated with the prior written consent complete transfer of all servicing data and the Indemnified Personscompletion, settle correction or compromise or consent to the entry manipulation of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification such servicing data as may be sought unless such settlement, compromise required by the Indenture Trustee to correct any errors or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit insufficiencies in the servicing data or proceeding. The obligations of otherwise to enable the Guarantor under this Section 7.02 shall survive Indenture Trustee or successor Servicer to service the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeMortgage Loans properly and effectively.

Fees and Expenses; Indemnification. The Guarantor agrees Trustor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search and/or filing fees, escrow fees, reasonable attorneys’ fees, and all other costs and expenses of every character incurred by Trustor or Lender in connection with the Indebtedness, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to pay to Trustor as owner of the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor Mortgaged Property, and the Trust Preferred Guarantee Trustee will reimburse Lender for all services rendered such costs and expenses incurred by it hereunder Lender. Trustor shall pay all expenses and to reimburse the Trust Preferred Guarantee Trustee upon its request Lender for all any expenditures, including, without limitation, reasonable attorneys’ fees and legal expenses, disbursements and advances incurred or made expended in connection with (i) the breach by Trustor of any covenant herein or in any other Loan Document; (ii) Lender’s exercise of any of its rights and remedies hereunder or under the Trust Preferred Guarantee Note or any other Loan Document or Lender’s protection of the Mortgaged Property and its lien and security interest therein; or (iii) any amendments to this Deed of Trust, the Note or any other Loan Document or any matter requested by Trustor or any approval required hereunder. Trustor will indemnify and hold harmless Trustee and Lender (for purposes of this Section, the terms "Trustee" and “Lender” shall include the directors, officers, partners, employees, representatives and agents of Trustee and Lender, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Trustee and Lender, respectively) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) that may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Mortgaged Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in any way connected with the Mortgaged Property or with this Deed of Trust, the Note or any other Loan Documents and occurring or arising prior to the date Trustor obtained title to the Mortgaged Property or during the time that Trustor held title to the Mortgaged Property. In no event will Trustor be liable to Trustee or Lender under this Section for matters arising from any cause whatsoever that occurs after the date Trustor transfers fee title to the Mortgaged Property in a manner permitted under the terms of the Loan Documents or in connection with the acceptance or administration payment in full of the trust Note. To the extent that any liability under this Section relates to a matter that occurs prior to the date Trustor transfers fee title to the Mortgaged Property in a manner permitted under the terms of the Loan Documents or trusts hereunderin connection with the payment in full of the Note, including but the existence of such matter is not evident until after the date of such transfer, Trustor will remain liable under this Section. Without limitation of the foregoing, it is the intention of Trustor and Trustor agrees that the foregoing indemnities shall apply to each indemnified party with respect to claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including including, without limitation, reasonable legal fees and expensesattorneys’ fees) of defending itself against, which in whole or investigating, any claim in part are caused by or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice arise out of the commencement negligence of such (and/or any actionother) indemnified party. However, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice indemnities shall not impair the obligations of the Guarantor hereunder except apply to any indemnified party to the extent that the subject of the indemnification is caused by or arises out of the willful misconduct of such failure to provide notice materially prejudices the Guarantorindemnified party. The Guarantor foregoing indemnities shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providednot terminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the Indebtedness and the discharge and release of this Deed of Trust Preferred Guarantee Trusteeand the other Loan Documents. Any amount to be paid hereunder by Trustor to Lender and/or Trustee shall be subject to and governed by the provisions of Section 2.4 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Class B Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Class B Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Class B Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Class B Preferred Guarantee Trustee in accordance with any provision of this Trust Class B Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, that failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Class B Preferred Guarantee or the earlier resignation or removal of the Trust Class B Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor (a) After the Closing Date, the Servicer covenants and agrees to pay to the Trust Preferred Guarantee Owner Trustee, the Paying Agent, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Indenture Trustee and any co-trustee of the Indenture Trustee or the Owner Trustee from time to time time, and the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any such compensation as co-trustee shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee entitled to, reasonable compensation for all services rendered by it hereunder each of them in the execution of the trusts created under the Trust Agreement and to the Indenture and in the exercise and performance of any of the powers and duties under the Trust Agreement or the Indenture, as the case may be, of the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee, and the Servicer will pay or reimburse the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee or any co-trustee in accordance with any provision of the provisions of this Agreement, the Indenture, the Trust Preferred Guarantee Agreement, or any other Basic Document (including which payment shall not be limited by any law in regards to the reasonable compensation and the expenses and disbursements of its agents and counsel), a trustee of an express trust) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct misfeasance or bad faith. The Guarantor agrees to indemnify each Indemnified Person forIn addition, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor Indenture Trustee shall be entitled to appoint counsel be reimbursed from the Servicer for all reasonable costs associated with the transfer of servicing from the Guarantor’s choice at the Guarantor’s expense predecessor servicer pursuant to represent the Indemnified Persons in any action for which indemnification is sought; providedSection 7.02 hereunder, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will notincluding, without limitation, any reasonable costs or expenses associated with the prior written consent complete transfer of all servicing data and the Indemnified Personscompletion, settle correction or compromise or consent to the entry manipulation of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification such servicing data as may be sought unless such settlement, compromise required by the Indenture Trustee to correct any errors or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit insufficiencies in the servicing data or proceeding. The obligations of otherwise to enable the Guarantor under this Section 7.02 shall survive Indenture Trustee or successor Servicer to service the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeMortgage Loans properly and effectively.

Fees and Expenses; Indemnification. (a) The Guarantor agrees to Company will pay (i) the reasonable and documented legal and other professional fees and costs of the Collateral Agent and one primary counsel and one local counsel, if applicable, in each applicable jurisdiction, for the Collateral Agent with respect to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor administration of this Agreement and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expensestransactions contemplated hereby (including, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel)without limitation, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeCollateral Agent and the appointment of a successor Collateral Agent in accordance with the terms hereof), the preservation of any of its respective rights under the this Agreement or in connection with any amendments, waivers or consents or other implementation and administrative actions required under this Agreement, (ii) all fees payable to the Collateral Agent in connection with the performance of its duties under this Agreement in accordance with its fee letter, (iii) all actual out-of-pocket costs and expenses incurred by the Collateral Agent in connection with the enforcement of any of its (or any Secured Party’s) rights or remedies under this Agreement, any Secured Transaction Document or the Acknowledgment Agreement following the occurrence of a Default or an Event of Default (including the reasonable and documented fees and costs of its legal counsel) and (iv) without limiting the preceding clause, all other actual, reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with the administration of the transactions contemplated hereby, the preservation of its rights under this Agreement, any other Security Document, any Secured Transaction Document and the Acknowledgment Agreement and/or the performance of its duties hereunder or thereunder and any consents, amendments, waivers or other modifications thereto and the transactions contemplated hereby or thereby. Without limiting the obligations of the Company hereunder and to the extent that the Company fails to pay any of the costs, expenses or other amounts due and payable by it to the Collateral Agent in accordance with the provisions of this Section 4.06(a), the LC Facility Lenders and Xxxx shall pay such costs, expenses and/or other amounts, in each case to the same extent (and subject to the same exceptions or limitations) as is required of the Company under this Section 4.06(a) in accordance with their pro rata share of their respective Secured Obligations.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all ---------------------------------- appraisal fees, filing and recording fees, inspection fees, survey fees, taxes (other than the Noteholder's income taxes), brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, reasonable attorney's fees and all other costs and expenses of every character incurred by Grantor or the Noteholder in connection with the loan evidenced by the Note, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Noteholder for all such costs and expenses incurred by it. Grantor shall pay all expenses and reimburse the Noteholder for any expenditures, including reasonable attorney's fees and legal expenses, incurred or expended in connection with (i) the breach by Grantor of any covenant herein or in any other instrument securing the payment of the Note, (ii) the Noteholder's exercise of any of its rights and remedies hereunder or under the Note or any other instrument securing the payment of the Note or the Noteholder's protection of the Property and its lien and security interest therein, or (iii) any amendments to this Deed of Trust, the Trust Preferred Guarantee Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless the Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Noteholder (for purposes of this paragraph, the terms "the Trustee" and "the Noteholder" shall include the directors, officers, partners, employees and agents of the Trustee for and the Noteholder, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with the Trustee and the Noteholder, respectively) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses (including, without limitation, reasonable expensesattorney's fees) which may be imposed upon, disbursements and advances asserted against or incurred or made paid by the Trust Preferred Guarantee Trustee them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Deed of Trust, the Note or any other instrument securing the payment of the trust or trusts hereunderNote. WITHOUT LIMITATION, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES) of defending itself againstWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY. HOWEVER, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderSUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice The foregoing indemnities shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedterminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the secured indebtedness and the discharge and release of this Deed of Trust Preferred Guarantee Trusteeand the other documents evidencing and/or securing the secured indebtedness. Any amount to be paid under this subparagraph by Grantor to the Noteholder and/or the Trustee shall be a demand obligation owing by Grantor to the Noteholder and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, attorneys' fees, and all other costs and expenses of every character incurred by Grantor or Noteholder in connection with the Indebtedness, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to pay to Grantor as owner of the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor Mortgaged Property, and the Trust Preferred Guarantee Trustee will reimburse Noteholder for all services rendered such costs and expenses incurred by it hereunder Noteholder. Grantor shall pay all expenses and to reimburse the Trust Preferred Guarantee Trustee upon its request Noteholder for all any expenditures, including, without limitation, reasonable attorneys' fees and legal expenses, disbursements and advances incurred or made expended in connection with (i) the breach by Grantor of any covenant herein or in any other Loan Document; (ii) Noteholder's exercise of any of its rights and remedies hereunder or under the Trust Preferred Guarantee Note or any other Loan Document or Noteholder's protection of the Mortgaged Property and its lien and security interest therein; or (iii) any amendments to this Mortgage, the Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless Trustee and Noteholder (for purposes of this Subparagraph, the terms "TRUSTEE" and "NOTEHOLDER" shall include the directors, officers, partners, employees, representatives and agents of Trustee and Noteholder, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Trustee and Noteholder, respectively) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees) which may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Mortgaged Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Mortgaged Property or administration of with this Mortgage, the trust Note or trusts hereunderany other Loan Documents. WITHOUT LIMITATION OF THE FOREGOING, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any actionHowever, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice indemnities shall not impair the obligations of the Guarantor hereunder except apply to any indemnified party to the extent that the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such failure to provide notice materially prejudices the Guarantorindemnified party. The Guarantor foregoing indemnities shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providednot terminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Trust Preferred Guarantee Mortgage but will survive foreclosure of this Mortgage or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the Trust Preferred Guarantee TrusteeIndebtedness and the discharge and release of this Mortgage and the other Loan Documents. Any amount to be paid hereunder by Grantor to Noteholder and/or Trustee shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all actual appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, reasonable attorney's fees and all other reasonable and actual costs and expenses of every character incurred by Grantor or the Noteholder in connection with the loan evidenced by the Note, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Noteholder for all such costs and expenses incurred by it as set forth herein. Grantor shall pay all expenses and reimburse the Noteholder for any expenditures, including reasonable attorney's fees and legal expenses, incurred or expended in connection with (i) the breach by Grantor of any covenant herein or in any other instrument securing the payment of the Note, (ii) the Noteholder's exercise of any of its rights and remedies hereunder or under the Note or any other instrument securing the payment of the Note or the Noteholder's protection of the Property and its lien and security interest therein, or (iii) any amendments to this Mortgage, the Trust Preferred Guarantee Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless the Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Noteholder (for purposes of this paragraph, the terms "the Trustee" and "the Noteholder" shall include any financial institution or entity or person owning all or part of the Note and the directors, officers, partners, employees and agents of the Trustee for and the Noteholder, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with the Trustee and the Noteholder, respectively) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee expenses (including, without limitation, reasonable attorney's fees) which may be imposed upon its request for all reasonable expenses, disbursements and advances or incurred or made paid by the Trust Preferred Guarantee Trustee them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Mortgage, the Note or any other instrument securing the payment of the trust or trusts hereunderNote. WITHOUT LIMITATION, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES) of defending itself againstWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY; PROVIDED, or investigatingHOWEVER, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderSUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice The foregoing indemnities shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedterminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Trust Preferred Guarantee Mortgage but will survive foreclosure of this Mortgage or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the Trust Preferred Guarantee Trusteesecured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or securing the secured indebtedness. Any amount to be paid under this subparagraph by Grantor to the Noteholder and/or the Trustee shall be a demand obligation owing by Grantor to the Noteholder and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, that failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all ---------------------------------- appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, reasonable attorney's fees, and all other costs and expenses of every character reasonably and properly incurred by Grantor, the Trustee, the Administrative Agent or Banks in connection with this Deed of Trust, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Trustee, the Administrative Agent and Banks for all such costs and expenses incurred by each of them. Grantor shall pay to all reasonable and proper expenses and reimburse the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to Trustee, the Administrative Agent and Banks for any reasonable expenditures, including reasonable attorney's fees and legal expenses, incurred or expended in writing between connection with (i) the Guarantor breach, by Grantor of any covenant herein or (ii) the Trustee's or the Administrative Agent's or Bank's reasonable exercise of any of the rights and remedies hereunder or the Trustee's or the Administrative Agent's or Banks' reasonable protection of the Property and the Trust Preferred Guarantee Trustee lien and security interest therein. Grantor will indemnify and hold harmless the Trustee, the Administrative Agent and Banks (for purposes of this subparagraph (m), the terms "Administrative Agent" and "Banks" shall include the directors, -------------------- ----- officers, employees and agents of the Administrative Agent and Banks and any persons or entities owned or controlled by or affiliated with the Administrative Agent and Banks) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses (including, without limitation, reasonable expensesattorney's fees) which may be imposed upon, disbursements and advances asserted against or incurred or made paid by the Trust Preferred Guarantee Trustee any of them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements Property through any cause whatsoever, or asserted against any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Deed of Trust. The foregoing indemnities shall not apply with respect to matters caused by or arising out of the trust gross negligence or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice willful misconduct of the commencement of any actionAdministrative Agent, such Indemnified Person will, if a claim in respect thereof is to be made against Banks and/or the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorTrustee. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedGrantor agrees, however, that such counsel shall be reasonably satisfactory it expressly intends to indemnify the Indemnified PersonsAdministrative Agent, Banks and the Trustee from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of their ordinary negligence. The Guarantor will notforegoing indemnities, without the prior written consent of the Indemnified Personshowever, settle or compromise or consent to the entry of any judgment shall not apply with respect to any pending losses, liabilities, claims, damages or threatened claimexpenses incurred by the Administrative Agent, action, suit Banks or the Trustee in any action or proceeding by Grantor against the Administrative Agent, Banks or the Trustee unless the Administrative Agent, Banks or the Trustee prevail in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit action or proceeding. The obligations of the Guarantor under this Section 7.02 foregoing indemnities shall survive the not terminate upon release, foreclosure or other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the repayment of the Secured Indebtedness and the discharge and release of this Deed of Trust and the other Loan Documents, but Grantor shall not be liable for any damages as a result of an event that occurs after foreclosure of the Mortgaged Property (or any portion thereof) or the earlier resignation taking of a deed in lieu of foreclosure covering the Mortgaged Property (or removal any portion thereof), unless such damage occurs as a result of or arises out of a condition that existed prior to such foreclosure or such taking of a deed in lieu of foreclosure. Any amount to be paid hereunder by Grantor to the Trust Preferred Guarantee TrusteeAdministrative Agent, Banks and/or the Trustee shall be a demand obligation owing by Grantor to the Administrative Agent, Banks and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. (a) The Guarantor Master Servicer covenants and agrees to pay to the Trustee, any co-trustee and the Supplemental Interest Trust Preferred Guarantee Trustee from time to time such compensation as time, and the Trustee, any co-trustee and the Supplemental Interest Trust Trustee shall be agreed entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to in writing between the Guarantor and the Trust Preferred Guarantee Trustee compensation of a trustee of an express trust) for all services rendered by it each of them in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, any co-trustee and to the Supplemental Interest Trust Trustee, and the Master Servicer will pay or reimburse the Trustee, any co-trustee and the Supplemental Interest Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, any co-trustee or the Supplemental Interest Trust Preferred Guarantee Trustee in accordance with any provision of the provisions of this Trust Preferred Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel)of all persons not regularly in its employ, and the expenses incurred by the Trustee, any co-trustee or the Supplemental Interest Trust Trustee in connection with the appointment of an office or agency pursuant to Section 8.12) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. (b) The Guarantor Master Servicer agrees to indemnify each Indemnified Person the Trustee or Supplemental Interest Trust Trustee, as applicable, for, and to hold each Indemnified Person the Trustee or Supplemental Interest Trust Trustee, as applicable, harmless against, any and all loss, liability, damage, claim liability or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith willful misconduct on its the Trustee's or Supplemental Interest Trust Trustee's, as applicable, part, arising out of of, or in connection with with, the acceptance or and administration of the trust Trust Fund or trusts hereunderor Supplemental Interest Trust, as applicable, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, against any claim or liability in connection with the exercise or performance of any of its their respective powers or duties hereunder. Promptly after receipt by an Indemnified Person under this Agreement, the Swap Agreement and the Custodial Agreement, and the Master Servicer further agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense arising out of, or in connection with, the provisions set forth in the second paragraph of notice Section 2.01(c) hereof, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the commencement provisions of any actionthis paragraph, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment : (i) with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, actionthe Trustee shall have given the Master Servicer written notice thereof promptly after the Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, suit or proceeding. The obligations the Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for settlement of any claim by the Trustee entered into without the prior consent of the Guarantor under this Section 7.02 Master Servicer which consent shall survive the not be unreasonably withheld. No termination of this Trust Preferred Guarantee or Agreement shall affect the earlier resignation or removal obligations created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee or Supplemental Interest Trust Preferred Guarantee Trustee, as applicable, under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the Master Servicer in this Section 8.05(b) shall not be available (A) for any loss, liability or expense of the Trustee or Supplemental Interest Trust Trustee, as applicable, including the costs and expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee or Supplemental Interest Trust Trustee, as applicable, at the direction of the Certificateholders pursuant to the terms of this Agreement or (B) where the Trustee is required to indemnify the Master Servicer pursuant to Section 12.05(a). Section 8.06.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Company Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Company Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Company Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Company Preferred Guarantee Trustee in accordance with any provision of this Trust Company Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Company Preferred Guarantee or the earlier resignation or removal of the Trust Company Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor Each Guarantor, jointly and severally, agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon Administrative Agent for its request for all reasonable expensesfees and expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to the “Guarantors.” Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, disbursements each Guarantor shall, to the fullest extent permitted by applicable law, indemnify, defend and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation save and the expenses hold harmless each Indemnitee from and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person foragainst, and to hold each Indemnified Person harmless againstshall pay as and when incurred, any and all lossliabilities, liabilityobligations, damagelosses, claim or expense damages, penalties, claims, demands, actions, judgments, suits, costs (including taxes settlement costs), disbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other than taxes based on charges of (i) one counsel to the income Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnified Person) incurred without negligence Indemnitee in any way relating to or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance as a result of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement failure of any action, such Indemnified Person will, if a claim in respect thereof is Guaranteed Obligations to be made against the Guarantorlegal, notify the Guarantor in writing of the commencement thereof; provided thatvalid, failure to give such prompt notice shall not impair the binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms. Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorCollateral Documents. The Guarantor shall be entitled to appoint counsel provisions of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 13 shall survive remain operative and in full force and effect regardless of the termination of this Trust Preferred Guarantee Guaranty, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Guaranty or any other Loan Document or any document governing any of the Obligations arising under any Secured Hedge Agreements or any Secured Cash Management Agreement, any resignation of the Administrative Agent or the earlier resignation Collateral Agent or removal any investigation made by or on behalf of the Trust Preferred Guarantee TrusteeAdministrative Agent or any other Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. The Guarantor agrees to Grantor will pay to all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes (excluding taxes imposed on the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to net income of the Collateral Agent by a taxing authority in writing between the Guarantor and jurisdiction of organization of the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse Collateral Agent or in a jurisdiction in which the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred Collateral Agent has an office or made by the Trust Preferred Guarantee Trustee in accordance with any provision fixed place of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counselbusiness), except any such expensebrokerage fees and commissions, disbursement or advance as may be attributable to its negligenceabstract fees, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person fortitle policy fees, uniform commercial code search fees, escrow fees, reasonable attorneys’ fees, and to hold each Indemnified Person harmless against, any all other costs and all loss, liability, damage, claim expenses of every character incurred by Grantor or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or Collateral Agent in connection with the acceptance Indebtedness, either at the closing thereof or administration at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the trust or trusts hereunderMortgaged Property, including and will reimburse the Collateral Agent for all such costs and expenses (including incurred by the Collateral Agent. Grantor shall pay all expenses and reimburse the Collateral Agent for any expenditures, including, without limitation, reasonable legal attorneys’ fees and legal expenses) of defending itself against, incurred or investigating, any claim or liability expended in connection with (i) the breach by Grantor of any covenant herein or in any other Loan Document; (ii) the Collateral Agent’s exercise or performance of any of its powers rights and remedies hereunder or duties under the Notes or any other Loan Document or the Collateral Agent’s protection of the Mortgaged Property and its lien and security interest therein; or (iii) any amendments to this Mortgage, the Notes or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of Grantor will indemnify and hold harmless Mortgagee and any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action Creditor (for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination purposes of this Trust Preferred Guarantee or Subparagraph, the earlier resignation or removal of the Trust Preferred Guarantee Trustee.terms “Mortgagee” and

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, attorney’s fees and all other costs and expenses of every character incurred by Grantor or the Beneficiary in connection with the loan evidenced by the Note, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Beneficiary for all such costs and expenses incurred by it. Grantor shall pay all expenses and reimburse the Beneficiary for any expenditures, including reasonable attorney’s fees and legal expenses, incurred or expended in connection with (i) the breach by Grantor of any covenant herein or in any other instrument securing the payment of the Note, (ii) the Beneficiary’s exercise of any of its rights and remedies hereunder or under the Note or any other instrument securing the payment of the Note or the Beneficiary’s protection of the Property and its lien and security interest therein, or (iii) any amendments to this Deed of Trust, the Trust Preferred Guarantee Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless the Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Beneficiary (for purposes of this paragraph, the terms “the Trustee” and “the Beneficiary” shall include the directors, officers, partners, employees and agents of the Trustee for and the Beneficiary, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with the Trustee and the Beneficiary, respectively) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses (including, without limitation, reasonable expensesattorney’s fees) which may be imposed upon, disbursements and advances asserted against or incurred or made paid by the Trust Preferred Guarantee Trustee them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Deed of Trust, the Note or any other instrument securing the payment of the trust or trusts hereunderNote. WITHOUT LIMITATION, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES) of defending itself againstWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY. HOWEVER, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderSUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice The foregoing indemnities shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedterminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the secured indebtedness and the discharge and release of this Deed of Trust Preferred Guarantee Trusteeand the other documents evidencing and/or securing the secured indebtedness. Any amount to be paid under this subparagraph by Grantor to the Beneficiary and/or the Trustee shall be a demand obligation owing by Grantor to the Beneficiary and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.