Common use of General Indemnity Clause in Contracts

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor The Company agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties Purchasers (defined belowand their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors, assigns) and the Placement Agent from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokeragelosses, leasingliabilities, finders or similar fees that may be made relating to the Property deficiencies, costs, damages and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses expenses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees fees, charges and all other costs disbursements) incurred by the Purchasers as a result of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner inaccuracy in or holder breach of the Noterepresentations, warranties or covenants made by the Company herein. Further, the Company agrees to indemnify and hold harmless the Purchasers (c) any existing or prior servicer of the Loanand their respective directors, (d) the officers, directors, shareholdersmanagers, partners, members, employees shareholders, affiliates, agents, successors and trustees assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchasers as a result of the failure of the Company or any of its subsidiaries to pay contributions for all employees or any other liability that arises from the foregoingfailure to comply with any PRC rule or regulation. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, and (e) the heirsofficers, legal representativesaffiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the foregoingPurchase Price paid by such Purchaser hereunder. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH In no event shall any “Indemnified Party” (AND/OR ANY OTHERas defined below) INDEMNIFIED PARTY OR ANY STRICT LIABILITYbe entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 11.3, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertyindemnify, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify pay and hold Lender and any holder of any Note, and the officers, directors, employees, agents, and affiliates of Lender and such holders (collectively, the "Indemnitees"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Partiesany Indemnitee, directly in any manner relating to or indirectly, arising out of this Agreement, any Related Agreement or any other agreements executed and delivered by Borrower or any other Obligor in connection with the Secured Obligationsherewith, the Property (or statements contained in any portion thereof)commitment letter delivered by Lender, Lender's agreement to make the LoanLoans hereunder, or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted of the Loans hereunder (the "indemnified liabilities"); provided that Borrower shall have no obligation to Mortgagee pursuant an Indemnitee hereunder with respect to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or (b) public policy, Borrower shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” provisions and undertakings of indemnification set out in this Section 9.2 shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value survive satisfaction and payment of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, Liabilities and amounts paid in settlement termination of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 7.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold Lender any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holders of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holders (collectively, protectthe “Indemnitees”) harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, disbursements, costs and hold harmless expenses of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower in connection with the Secured Obligationsherewith or therewith, the Property (or statements contained in any portion thereof)commitment letters delivered by Lender, the Loan, agreement of Lender to make the Loans under this Agreement or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to Loan under this MortgageAgreement (collectively, the other Loan Documents or applicable law“Indemnified Liabilities”); provided, however, provided that the foregoing shall not apply (a) the Indemnitees shall promptly (and in any event within fifteen (15) Business Days after receiving notice of the existence of any potential Indemnified Liabilities) notify Borrower in writing of the existence of any potential Indemnified Liabilities; (b) Borrower shall have the right to assume and thereafter conduct the defense of any Indemnified Liabilities with counsel of its choice reasonably satisfactory to the Indemnitees, provided that Borrower will not consent to the entry of any judgment or enter into any settlement with respect to any Losses caused Indemnified Liabilities without the prior written consent of the Indemnitees (not to be unreasonably withheld) unless the judgment or proposed settlement fully releases such Indemnitees and involves only the payment of money damages that are covered in full by this indemnity and does not impose an injunction or other equitable relief upon any Indemnitee and is subject to confidentiality provisions acceptable to the Indemnitees (which approval will not be unreasonably withheld by the Indemnitees); and (c) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly resulting from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute 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 the Indemnitees or any of them. All sums due to Lender under this Section 7.04 shall be obligations under of Borrower, due and payable promptly following demand, provided, however, during the Loan Documentscontinuance of an Event of Default no such demand shall be required. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 7.04 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower’s Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 7.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holders of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holders (collectively, protectthe “Indemnitees”) harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, disbursements, costs and hold harmless expenses of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower in connection with the Secured Obligationsherewith or therewith, the Property (or statements contained in any portion thereof)commitment letters delivered by Lender, the Loan, agreement of Lender to make the Loans under this Agreement or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to Loan under this MortgageAgreement (collectively, the other Loan Documents or applicable law“Indemnified Liabilities”); provided, however, provided that the foregoing shall not apply (a) the Indemnitees shall promptly (and in any event within fifteen (15) Business Days after receiving notice of the existence of any potential Indemnified Liabilities) notify Borrower in writing of the existence of any potential Indemnified Liabilities; (b) Borrower shall have the right to assume and thereafter conduct the defense of any Indemnified Liabilities with counsel of its choice reasonably satisfactory to the Indemnitees, provided that Borrower will not consent to the entry of any judgment or enter into any settlement with respect to any Losses caused Indemnified Liabilities without the prior written consent of the Indemnitees (not to be unreasonably withheld) unless the judgment or proposed settlement fully releases such Indemnitees and involves only the payment of money damages that are covered in full by this indemnity and does not impose an injunction or other equitable relief upon any Indemnitee and is subject to confidentiality provisions acceptable to the Indemnitees (which approval will not be unreasonably withheld by the Indemnitees); and (c) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly resulting from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 7.04 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower’s Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender to, jointly and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protectseverally, defend, releaseprotect, indemnify and hold harmless Administrative Agent, each Lender and the Indemnified Parties L/C Issuer and all of their respective affiliates, officers, directors, employees, attorneys, consultants and agents (defined belowcollectively called the “Indemnitees”) from and against any Losses and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (defined belowincluding, without limitation, reasonable attorneys’ fees, costs and expenses) imposed onincurred by such Indemnitees, incurred bywhether prior to or from and after the Closing Date, whether direct, indirect or asserted against the Indemnified Partiesconsequential, directly as a result of or indirectly, arising out of from or relating to or in connection with any of the Secured following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document, any of the Related Transaction Documents or any other agreement, document or instrument executed in connection with the transactions contemplated hereby or thereby, (ii) Administrative Agent’s or any Lender’s furnishing of funds to the Borrowers or the L/C Issuer’s issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, the Reimbursement Obligations or the Letter of Credit Obligations, (iii) any matter relating to the Property (or any portion thereof)financing transactions contemplated by this Agreement, the Loan, or the other Loan Documents, any and all claims for brokerageof the Related Transaction Documents or any agreement, leasingdocument or instrument executed in connection with the transactions contemplated hereby or thereby, finders or similar fees that may be made (iv) any claim, action, litigation, investigation or proceeding relating to any of the Property and the Secured Obligationsforegoing, whether or the exercise by Mortgagee of not any rights or remedies granted to Mortgagee pursuant to this MortgageIndemnitee is a party thereto (collectively, the other Loan Documents or applicable law“Indemnified Matters”); provided, however, that the foregoing Loan Parties shall not apply have any obligation to any Indemnitee under this subsection (a) to for any Losses Indemnified Matter caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part such Indemnitee, as determined by a breach final judgment of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss a court of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYcompetent jurisdiction.

General Indemnity. Mortgagor Borrower hereby agrees that while Mortgagee has no liability to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Person in tort Claim ever suffered or otherwise as lender and that while Mortgagee is not an owner or operator incurred by any of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising Indemnitees that arises out of or in connection with the Secured Obligations, the Property (relates to this Agreement or any portion thereof)of the other Loan Documents, the Loan, or any transactions entered into pursuant to any of the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to Lender's Lien upon the Property and the Secured ObligationsCollateral, or the performance by Agent or Lenders of their duties or the exercise by Mortgagee of any of their rights or remedies granted to Mortgagee pursuant to under this Mortgage, Agreement or any of the other Loan Documents Documents, or that results from Borrower's failure to observe, perform or discharge any of its duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Indemnitees by any Person under any Environmental Laws or similar laws by reason of Borrower's or any other Person's failure to comply with laws applicable law; providedto solid or hazardous waste materials or other toxic substances. Additionally, howeverif any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, that but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrower will pay (or will promptly reimburse Agent and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply (a) to Claims incurred by any Losses caused by of the Indemnitees as a direct and proximate result of their own gross negligence or willful misconduct or that arise out of any disputes arising solely out of the Indemnified Parties or (b) to relationship between Agent and any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYLender.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to indemnify, pay and hold Bank and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder(s) of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Bank and such holder(s) (collectively, protectthe "Indemnitees") harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnities in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnities, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection with the Secured Obligationsherewith or therewith, the Property statements contained in any commitment letters delivered by Bank, Bank's agreement to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (or any portion thereof)collectively, the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees "indemnified liabilities"); provided that may be made relating Borrower shall have no obligation to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted an Indemnitee hereunder with respect to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnities or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 10.05 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower's Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator indemnify each of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Affected Parties, directly each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or indirectly, incurred by any of them arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and Transaction Documents, the Secured Obligations, Obligations or the exercise Collateral, excluding, however: (i) Indemnified Amounts to the extent determined by Mortgagee a court of any rights competent jurisdiction to have resulted from bad faith, gross negligence or remedies granted willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to Mortgagee pursuant the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the related Obligor’s refusal to this Mortgage, the other Loan Documents or applicable lawpay; provided, however, that prior to the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct occurrence of an Event of Default, the Indemnified Parties or (b) shall only be entitled to any disputes among seek indemnity for the reasonable fees and disbursements of a single law firm as special counsel to all such Indemnified Parties (and, if required, a single law firm as local counsel to all such Indemnified Parties in each relevant jurisdiction where the law firm acting as special counsel is not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentslicensed to practice). The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of Without limiting the foregoing, and (e) the heirs, legal representatives, successors and assigns Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.or relating to:

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 6.04, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold the Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder(s) of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of the Lender and such holder(s) (collectively, protectthe “Indemnitees”) harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, disbursements, costs and hold harmless expenses of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of or in connection with this Agreement, any of the Secured Obligations, the Property (or any portion thereof), the Loan, or the other Loan Documents, any other agreement, document or instrument executed and all claims for brokeragedelivered by Borrower or any other Obligor in connection herewith or therewith or any commitment letter delivered by the Lender to Borrower, leasing, finders or similar fees that may be made relating the agreement of the Lender to make the Property and the Secured Obligations, Loan under this Agreement or the exercise by Mortgagee use or intended use of any rights or remedies granted to Mortgagee pursuant to this Mortgagethe proceeds of the Loan (collectively, the other Loan Documents or applicable law“indemnified liabilities”); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 6.16 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Obligations and the termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from for, from, and against any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsProperty, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) provided no Event of Default then exists, to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the PropertyProperty caused in whole or in part by a breach of any of Mortgagor’s obligations under the Loan Documents, or arising by reason of any third-party claim asserted against any of the Indemnified Parties, but not due to the gross negligence or willful misconduct of such Indemnified Party), demands costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT WHICH 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 LIABILITYLIABILITY BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 13.3, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender indemnify, pay and that while Mortgagee is not an owner or operator hold the Agent and each of the PropertyBanks and any holder(s) of the Notes, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of the Agent, protecteach of the Banks and such holder(s) (collectively, defendthe "Indemnitees") harmless from and against any and all other liabilities, releaseobligations, indemnify losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection with the Secured Obligationsherewith or therewith, the Property (statements contained in any commitment letters delivered by the Agent or any portion thereof)of the Banks, the Loanagreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to this MortgageLoan hereunder (collectively, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 13.5 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower's Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator liability of the PropertyBorrower to the Lenders under any other provision hereof, Mortgagor shall, at its sole cost the Borrower will and expense, protect, defend, release, does hereby indemnify and hold harmless each of the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against and holds each of the Indemnified Parties, directly or indirectly, arising out Parties harmless against any Claims (including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client full indemnity basis) incurred by the same as a result of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply with: (a) to any Losses caused cost or expense incurred by the gross negligence or willful misconduct reason of the Indemnified Parties liquidation or (b) to any disputes among the Indemnified Parties not caused re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Advance as a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value result of the Property)Borrower’s failure to complete a Drawdown or to make any payment, costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid repayment or prepayment on the date required hereunder or specified by it in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, any notice given hereunder; (b) any prior owner subject to permitted or holder deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Note, Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any existing other amount, including any interest or prior servicer fees, due hereunder on its due date after the expiration of the Loan, any applicable grace or notice periods; (d) the officers, directors, shareholders, partners, members, employees and trustees prepayment of any outstanding Bankers’ Acceptance before the maturity date of the foregoing, and such Bankers’ Acceptance; (e) the heirs, legal representatives, successors and assigns Borrower’s repayment or prepayment of each a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the foregoingBorrower or any other Penn West Party to make any other payment due hereunder or under any of the other Documents; (h) any inaccuracy of the Borrower’s or any other Penn West Party’s representations and warranties contained in any Document; (i) any failure of the Borrower or any other Penn West Party to observe or fulfil its covenants under any Document; (j) the occurrence of any Default or Event of Default; or (k) the use of the proceeds of the Credit Facility; provided that this Section 16.2 will not apply to any losses, claims, costs, damages or liabilities that arise by reason of the gross negligence or wilful misconduct of such Indemnified Party. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYThe provisions of this Section 16.2 shall survive repayment of the Indebtedness of the Penn West Parties under the Documents.

General Indemnity. Mortgagor In addition to the payment of expenses and attorneys' fees, if applicable, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertyindemnify, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify pay and hold DFS and the officers, directors, employees, agents, and affiliates of DFS (collectively called the "Indemnitees") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for any Losses (defined below) of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, the statements contained in any and all claims for brokeragecommitment letters delivered by DFS, leasing, finders DFS' agreement to make the Loans or similar fees that may be made relating to the Property and the Secured Obligationsany other payment hereunder, or the exercise by Mortgagee use or intended use of the proceeds of any rights of the Loans hereunder. Additionally, Borrower also agrees to (i) indemnify and hold DFS harmless from any loss or remedies granted to Mortgagee pursuant to this Mortgageexpense which may arise or be created by the acceptance of telephonic or other instructions for making Loans, the other Loan Documents except for any loss or applicable law; expense arising from DFS' gross negligence or willful misconduct (provided, however, that the foregoing reliance alone upon telephonic or other instructions shall not apply itself be deemed to constitute gross negligence or willful misconduct), and (aii) to pay and save DFS harmless from all liability for, any Losses caused by stamp or other taxes which may be payable with respect to the execution or delivery of this Agreement or any of the other Loan Documents (the provisions of the preceding two sentences being referred to collectively as the "Indemnified Liabilities"). However, Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Parties Liabilities incurred by the Indemnitees or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 12.1 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Obligations and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person other indemnifications provided herein, or in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertyother Operative Agreements, Mortgagor shallthe Company will, at its sole cost and expense, expense protect, defend, release, indemnify and hold save harmless the Indemnified Parties Mortgagee on an after-tax basis from and against all liabilities, losses, damages, demands, claims, obligations, suits or other proceedings (defined below) from any Losses (defined below) imposed onincluding, incurred bycauses of action, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereoflitigation and defenses), the Loansettlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or the Loan Documentsother expenses of any kind or of any nature whatsoever (including, reasonable attorneys’, consultants’, and experts’ fees and disbursements actually incurred in investigating, defending, settling or prosecuting any and all claims for brokeragedemand, leasingclaim, finders obligation, suit or other similar fees that may be made relating proceeding (collectively, “Indemnified Liabilities”) (except to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses extent caused solely by the gross negligence or willful misconduct of the Indemnified Parties Mortgagee) which may be imposed on, incurred by or asserted or awarded against the Mortgagee because of (bi) ownership of the Operative Agreements, the Mortgaged Property or receipt of any Rents; (ii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any use, non-use or condition in, on or about the Mortgaged Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any failure on Company’s part to perform or comply with any of the terms of the Operative Agreements; (v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property; (vi) to the extent not covered by insurance, any disputes among personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials or asbestos; (vii) the Mortgaged Property’s failure to comply with any legal requirements; (viii) the occupation, condition, operation, service, design, maintenance or management of the Mortgaged Property; and (ix) any tax, duty, assessment or other charge imposed by any governmental authority on the making and recording of this Mortgage. Any Indemnified Parties not caused in whole or in part Liabilities payable to the Mortgagee because of the application of this Section 2.24 will be secured by a breach of Mortgagorthis Mortgage and will become immediately due and payable and will bear interest at the Default Rate from the date such Indemnified Liability is sustained by the Mortgagee until paid. The Company’s obligations and liabilities under the Loan Documents. The term “Losses” shall mean this Section 2.24 will survive any claimstermination, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value satisfaction or assignment of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, Operative Agreements and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of exercise by the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees Mortgagee of any of its rights or remedies under the foregoingOperative Agreements including, and (e) the heirs, legal representatives, successors and assigns of each acquisition of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYMortgaged Property by foreclosure or a conveyance in lieu of foreclosure as to events occurring prior thereto.

General Indemnity. Mortgagor Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator indemnify each of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Affected Parties, directly or indirectlyeach of their respective Affiliates, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokeragesuccessors, leasingtransferees, finders or similar fees that may be made relating to the Property participants and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees assigns and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, memberscontrolling persons, employees and trustees agents of any of the foregoing (each, an "INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations or the Collateral, excluding, however: (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; PROVIDED, HOWEVER, that prior to the occurrence of an Event of Default, the Indemnified Parties shall only be entitled to seek indemnity for the reasonable fees and disbursements of a single law firm as special counsel to all such Indemnified Parties (and, if required, a single law firm as local counsel to all such Indemnified Parties in each relevant jurisdiction where the law firm acting as special counsel is not licensed to practice). Without limiting the foregoing, and (e) the heirs, legal representatives, successors and assigns Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.or relating to:

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 9.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender indemnify, pay and that while Mortgagee is not an owner or operator hold the Agent and each of the PropertyBanks and any holder(s) of the Notes, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of the Agent, protecteach of the Banks and such holder(s) (collectively, defendthe "Indemnitees") harmless from and against any and all other liabilities, releaseobligations, indemnify losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection with the Secured Obligationsherewith or therewith, the Property (statements contained in any commitment letters delivered by the Agent or any portion thereof)of the Banks, the Loanagreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to this MortgageLoan hereunder (collectively, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, PROVIDED that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 9.05 shall survive the satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower's Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender to, jointly and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protectseverally, defend, releaseprotect, indemnify and hold harmless each Agent, each Lender, and the Indemnified Parties L/C Issuer and all of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (defined belowcollectively called the “Indemnitees”) from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokeragelosses, leasingdamages, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debtspenalties, damagesfees, losses reasonable out-of-pocket costs and expenses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees fees, costs and all expenses which will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction and one special counsel per specialty area for the indemnified parties, unless a conflict of interest exists) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other costs Loan Document or of defense. The term “Indemnified Parties” shall mean (a) Mortgageeany other document executed in connection with the transactions contemplated by this Agreement, (bii) any prior owner Agent’s or holder any Lender’s furnishing of funds to the Borrower or the L/C Issuer’s issuing of Letters of Credit for the account of the NoteBorrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Revolving Loans, the Reimbursement Obligations or the Letter of Credit Obligations, (ciii) any existing matter relating to the financing transactions contemplated by this Agreement or prior servicer of the Loanother Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (div) the officersany claim, directorslitigation, shareholders, partners, members, employees and trustees of investigation or proceeding relating to any of the foregoing, and whether or not any Indemnitee is a party thereto (ecollectively, the “Indemnified Matters”); provided, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter to the heirsextent caused by the gross negligence, legal representativeswillful misconduct or bad faith of, successors and assigns of each or material breach of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYLoan Documents by, such Indemnitee, as determined by a final judgment of a court of competent jurisdiction.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 7(f), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify pay and hold the Lender, its affiliates and any holder of any Note, and their respective officers, directors, employees, agents, successors and assigns (collectively called the “Indemnitees”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for any Losses (defined below) of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnified PartiesIndemnitees (or any of them), directly in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, the statements contained in any and all claims for brokerageproposal letters or other similar correspondence delivered by the Lender (whether in person, leasingby mail, finders courier or similar fees that may be made relating any electronic means), the Lender's agreement to make the Property and the Secured ObligationsLoans, or the exercise by Mortgagee use or intended use of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawproceeds of the Loans (the “Indemnified Liabilities”); provided, however, that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Parties Liabilities incurred by the Indemnitees or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value obligations of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, Borrower under this Section 13(d) and amounts paid in settlement under Section 7(f) shall survive any termination of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 13.11, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertyindemnify, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify pay and hold Agent, Lenders and their successors and assigns and the officers, directors, employees, agents, and affiliates of Agent, Lenders and their successors and assigns (collectively the “Indemnitees”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Parties, directly any Indemnitee in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawany other agreements executed and delivered by Borrower or any guarantor of the Liabilities in connection herewith, the statements contained in any commitment or proposal letter delivered by Agent or any Lender, Agent’s and Lenders’ agreement to make the Loans or the use or intended use of the proceeds of any of the Loans hereunder (collectively the “Indemnified Liabilities”); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Parties Liabilities incurred by the Indemnitees or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Liabilities and termination of this Loan Agreement. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the LoanSecurities Exchange Act of 1934, (d) as amended. A complete copy of this document has been filed separately with the officers, directors, shareholders, partners, members, employees Securities and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYExchange Commission.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person (a) Except for the representations and warranties in tort or otherwise Sections 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10, which shall not survive the Closing, all representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing. Except as lender provided below, from and that while Mortgagee is not an owner or operator of after the PropertyClosing, Mortgagor shall, at its sole cost and expense, protect, defend, release, News Corporation shall indemnify and hold Archon, Jacor, the Purchaser, and the present and former employees, agents, officers and directors of Jacor and the Purchaser (the "Indemnified Parties") harmless the Indemnified Parties (defined below) from any Losses and all damages, losses, interest, liabilities, costs and expenses (defined belowincluding attorneys' fees and expenses) imposed on(collectively, "Losses") incurred byor suffered by any Indemnified Party (i) arising out of, relating to or as a result of any liabilities or obligations of Archon (regardless of whether such liabilities or obligations have been disclosed) resulting from the transactions contemplated under this Agreement or the Merger Agreement or arising out of, relating to or resulting from the conduct of Archon's business prior to the Closing or acts or omissions that occurred prior to the Closing, (ii) that result from, relate to, or asserted arise out of the breach of any representation, warranty, agreement or covenant made or given by either of the Selling Entities or Archon in this Agreement (regardless of whether such representation, warranty, covenant or agreement was made by News America or ACP), or (iii) arising out of, relating to or as a result of payments made or liabilities incurred pursuant to or to cancel Employee Arrangements, to cancel or purchase Employee Stock Options, or to purchase shares acquired through the exercise of Employee Stock Options, in each case after the Closing. The indemnification obligations set forth in this SECTION 7.1 shall be in addition to, and not to the exclusion of, the indemnification regarding tax matters provided for in SECTION 7.2 hereof (it being understood that claims relating to tax matters shall be governed by Section 7.2). Notwithstanding anything to the contrary in this Section 7.1, from and after the Closing (i) Jacor shall cause Premiere not to assert any claims against Archon's former employees, agents, officers and directors (the Indemnified Parties, directly "Archon Affiliates") or indirectly, Archon arising out of or relating to services performed for Premiere by Archon or the Archon Affiliates under the Securities Purchase Agreement dated January 17, 1995 between Archon and Premiere (the "Securities Purchase Agreement") or otherwise (the "Services"); (ii) if a third party brings a claim against Archon or the Archon Affiliates arising out of or relating to the Services, News Corporation shall be free to assert any defense, affirmative defense, or affirmative claim on behalf of the Selling Entities or Archon (and such claims are hereby assigned to News Corporation by Archon for such purpose only) to assert that Premiere, or any third party, rather than Archon or any Archon Affiliate, is liable under such claim except that News Corporation shall not assert any contractual right of indemnification or contribution from Premiere belonging to Archon or the Archon Affiliates (including without limitation any right of indemnification or contribution under the Securities Purchase Agreement); (iii) the indemnity in connection with this Section 7.1 shall not cover liabilities for which the Secured ObligationsConsenting Stockholders (as defined in the Merger Agreement) are indemnified under Section 14 of the Shareholders' Agreement; (iv) the indemnity in this Section 7.1 shall not extend to the first $30,000 of Losses incurred by the Indemnified Parties which are in excess of any amount established pursuant to Section 4.2(b) hereof; and (v) the indemnification in this Section 7.1 shall not apply to Jacor, the Property (or any portion thereof), the LoanPurchaser, or the Loan Documentspresent or former employees, any agents, officers, or directors of Jacor and all claims for brokeragethe Purchaser (but, leasing, finders or similar fees that may be made relating subject to the Property and qualifications set forth above, shall apply to Archon) if the Secured Obligations, or claim relates to the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, Services. Jacor shall cause the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees originals of any of the foregoing, Archon's books and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYrecords to be available if needed pursuant to any claim under this Article VII.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 9.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder of any of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holder(s) (each, protectand “Indemnitee”; and collectively, defend, release, indemnify “Indemnitees”) harmless from and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerageother liabilities, leasingobligations, finders or similar fees that may be made relating to the Property and the Secured Obligationslosses, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgagedamages, the other Loan Documents or applicable law; providedpenalties, howeveractions, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claimsjudgments, suits, liabilities (including strict liabilities)claims, actionscosts, proceedings, obligations, debts, damages, losses expenses and disbursements of any kind or nature whatsoever (including, without limitation, unrealized loss the reasonable fees and disbursements of value counsel for such indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against Indemnitees, in any manner relating to or arising out of this Agreement or other agreements executed and delivered by Borrower or any other Obligor in connection herewith, the statements contained in any commitment letters delivered by Lender, Lender’s agreement to make the Loan hereunder or the use or intended use of the Propertyproceeds of the Loan hereunder (the “Indemnified Liabilities”); that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, costspay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, expenses, fines, penalties, charges, fees, judgments, awards, Borrower shall contribute the maximum portion that it is permitted to pay and amounts paid in settlement satisfy under applicable law to the payment and satisfaction of whatever kind including reasonable attorneys’ fees and all other costs Indemnified Liabilities incurred by the Indemnities or any of defensethem. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder provisions of the Note, (c) any existing or prior servicer undertakings and indemnification set out in this Section 9.05 shall survive satisfaction and payment of the Loan, (d) the officers, directors, shareholders, partners, members, employees Obligations and trustees termination of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor Grantor agrees that while Mortgagee Beneficiary has no liability to any Person person in tort or otherwise as lender and that while Mortgagee Beneficiary is not an owner or operator of the Property, Mortgagor Grantor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) for, from and against any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsProperty, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) provided no Event of Default then exists, to any disputes among the Indemnified Parties not caused in whole or in part by a breach of MortgagorGrantor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the PropertyProperty caused in whole or in part by a breach of any of Grantor’s obligations under the Loan Documents, or arising by reason of any third-party claim asserted against any of the Indemnified Parties, but not due to the gross negligence or willful misconduct of such Indemnified Party), demands, costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) MortgageeBeneficiary, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) Trustee, (e) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (ef) the heirs, legal representatives, successors and assigns of each of the foregoing. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT WHICH 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, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 12.12, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertyindemnify, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify pay and hold Lender and its successors and assigns and the officers, directors, employees, agents, and affiliates of Lender and its successors and assigns (collectively the “Indemnitees”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Parties, directly any Indemnitee in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawany other agreements executed and delivered by Borrower or any guarantor of the Liabilities in connection herewith, the statements contained in any commitment or proposal letter delivered by Lender, Lender’s agreement to make the Loans or the use or intended use of the proceeds of any of the Loans hereunder (collectively the “Indemnified Liabilities”); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Parties Liabilities incurred by the Indemnitees or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Liabilities and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Loan Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to Tenant shall hold City harmless against any Person in tort and all liability, loss, damage or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protectclaims, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, suits or asserted against the Indemnified Parties, directly or indirectly, causes of action arising out of any event occurring during the Demised Term and any orders, decrees or judgments which may be entered therein, brought for damages or alleged damages resulting from any injury to person, damage to property, or from loss of life sustained in or about the Leased Premises and the buildings and improvements forming a part thereof, or in connection with the Secured Obligations, the Property (or upon die Ohio River or any portion thereof)of its tributaries or its or their shorelines (the “River”) in front of or appurtenant thereto, or in, on or about the LoanRiverboat, by any person or persons whatever except in the case of any such cause of action arising out of the sole negligence of the City. It is the intention and agreement that City shall not be liable for any personal injuries or damage to Tenant or its Guarantor, or the Loan Documentstrustees, partners, beneficiaries, shareholders, officers, agents or employees of Tenant or Guarantor, or any occupant of any part of the Leased Premises, or for any injury or damage to any goods, wares, merchandise, fixtures, equipment or property of Tenant or of any occupant of any part of said Leased Premises irrespective of how the same may be caused, whether from action of the elements or acts of negligence of the owners or occupants of any adjacent properties except in the case of any such cause of action arising out of the sole negligence of the City. Tenant shall and will indemnify and save harmless City of and from any and all claims for brokerageliability, leasingloss, finders damage or similar fees that may be made relating to the Property expense (including legal expenses and the Secured Obligationscourt costs), or the exercise by Mortgagee causes of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claimsaction, suits, liabilities claims and judgments, (including strict liabilitiesprovided such action, suit or claim is not fully covered by insurance), actionsarising from injury to persons or damage to property of any and every nature and for any matter or thing alleged to arise out of Tenant’s activity or lack thereof occurring in, proceedingson or about the Leased Premises or any part thereof or any building thereon, obligationsthe River adjacent thereto or the Riverboat without regard to the nature or cause of such injury or damage except for any such cause of action, debtssuit, damages, losses (including, without limitation, unrealized loss of value claim or judgment arising out of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement sole negligence of whatever kind including reasonable attorneys’ fees and all other costs of defensethe City or its agents or employees. The term “Indemnified Parties” obligations of this indemnity shall mean (a) Mortgagee, (b) survive the expiration or termination of this Lease and shall continue in effect with respect to any prior owner event occurring during the Demised Term or holder any period of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYcontinued occupancy by Tenant thereafter.

General Indemnity. Mortgagor Each Borrower agrees that while Mortgagee Lender has no liability to any Person person in tort or otherwise as lender and that while Mortgagee Lender is not an owner or operator of the any Individual Property, Mortgagor each Borrower shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless (“indemnify”) the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsProperty, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that (i) the foregoing indemnities shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or and (bii) the foregoing indemnities shall not apply to any disputes among Losses that Borrower can conclusively prove (A) were caused solely by actions, circumstances, conditions, or events that occurred after the Indemnified Parties date Lender (or any purchaser at a foreclosure sale) actually acquired title to the Individual Property and (B) were not caused in whole caused, contributed to, enhanced, or in part exacerbated by a breach the direct or indirect actions or inactions of Mortgagor’s obligations under the Loan DocumentsBorrower or any partners, officers, members, shareholders, employees, or agents of Borrower. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (includinglosses, without limitation, unrealized loss of value of the Property), costsCosts, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees (both in-house staff and retained attorneys) and all other costs of defense. The term “Indemnified Parties” shall mean (a) MortgageeLender, (b) any prior owner or holder of the any Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, Borrowers indemnify and defend Lender and its owners, directors and officers, and their respective affiliates, heirs, successors and assigns (the “Indemnitees”) against, and hold the Indemnitees harmless the Indemnified Parties from, any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of any kind or nature whatsoever (defined below) from including reasonable out-of-pocket attorneys’, accountants’, auctioneers’, consultants’ or paralegals’ fees and expenses), which may at any Losses (defined below) time be imposed on, incurred by, or asserted against the Indemnified Parties, directly any Indemnitee in any way relating to or indirectly, arising out of the administration, performance or in connection with enforcement by Lender of any of the Secured ObligationsLoan Documents or consummation of any of the transactions described therein; the existence of, perfection of a Lien upon or the Property (sale or collection of or other realization upon any portion thereof)Collateral; or the failure of Borrowers to observe, the Loan, perform or discharge any of its covenants or duties under any of the Loan Documents, in each case including any and all cost or expense incurred by any Indemnitee in connection with any investigation, litigation, arbitration, or other judicial or non-judicial proceeding whether or not such Indemnitee is a party thereto. Without limiting the generality of the foregoing, this indemnity shall extend to any indemnified claims for brokerageinstituted or asserted against or incurred by any of the Indemnitees under any environmental laws. Additionally, leasingif any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, finders but including any intangibles tax, stamp tax, recording tax or similar fees that may franchise tax) shall be made relating to payable by Lender on account of the Property and the Secured Obligationsexecution or delivery of this Agreement, or the exercise by Mortgagee execution, delivery, issuance or recording of any rights of the other Loan Documents, or remedies granted the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrowers shall pay (or shall promptly reimburse Lender for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Mortgagee pursuant indemnified claims incurred by any Indemnitee as a result of its own gross negligence, willful misconduct or actions by one Indemnitee against another Indemnitee. Notwithstanding anything to the contrary in any of the Loan Documents, the obligations of Borrowers with respect to each indemnity given by them in this Mortgage, Agreement or any of the other Loan Documents or applicable law; provided, however, that the foregoing in favor of Lender shall not apply (a) to any Losses caused by the gross negligence or willful misconduct survive payment in full of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYObligations.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability Notwithstanding the existence of any insurances provided for herein, and without regard to the policy limits of any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertysuch insurances, Mortgagor shall, at its sole cost and expense, protect, defend, release, Lessee shall indemnify and hold harmless the Heavy Iron, its affiliates and their respective directors, officers, employees, agents and insurers (collectively, "Indemnified Parties (defined belowParties" and individually an "Indemnified Party") from and against any Losses and all claims, actions, causes of action (defined belowincluding, but without limitation, causes of action arising under the law of tort, strict tort, products liability, warranties expressly made or implied by law or otherwise), losses, proceedings, costs, expenses, damages and liabilities, including without limitation, legal fees and disbursements arising out of, connected with or resulting from: (i) imposed onthe lease, incurred bypossession, operation, use, repair and/or maintenance, delivery and redelivery of the Equipment herein, (ii) any accident, injury to or death of persons or loss of or damage to property (including, but without limitation, any loss or damage caused to the environment) to property arising out of, connected with, or asserted against the Indemnified Partiesresulting, directly or indirectly, arising out of or in connection with during the Secured Obligations, Term from the Property (or any portion thereof), the Loan, or the Loan Documents, any Equipment and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss as a result of value or arising from the design, manufacture, possession, use, misuse, non-use, condition, maintenance, repair, handling, transportation, operation and/or return of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) MortgageeEquipment, (biii) any prior owner taxes, duties, assessments or holder other impositions arising during the Term relating to the Equipment which are the obligations of Lessee to pay pursuant to the Noteapplicable provisions of this Agreement, and/or (civ) any existing failure on the part of Lessee to perform or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of comply with any of the foregoingterms of this Agreement and its addendums. Any amounts which become payable by Lessee under this section shall be paid within ten (10) days after liability therefor on the part of Lessee is determined by litigation or otherwise, and if not timely paid, shall bear interest (eto the extent permitted by law) at the heirs, legal representatives, successors and assigns rate of each 18% per annum from the date of such determination to the foregoingdate of payment. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYLessee's liability for a breach of this provision arising during the term hereof or any extension thereof shall survive termination or expiry of this Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 10.3, whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender indemnify, pay and that while Mortgagee is not an owner or operator hold Agent, each of the PropertyLenders and any other holder(s) of the Notes, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of any of them (collectively, protectthe "Indemnitees") harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by the Borrower or any other Obligor in connection with the Secured Obligationsherewith or therewith, the Property (statements contained in any commitment letters delivered by Agent or any portion thereof)of the Lenders, the Loan, Lenders' agreements to make the Loans hereunder or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to this MortgageLoan hereunder (collectively, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 10.5 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Borrower's Obligations and the termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator liability of the PropertyBorrower to the Lenders under any other provision hereof, Mortgagor shall, at its sole cost the Borrower will and expense, protect, defend, release, does hereby indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client full indemnity basis) incurred by the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out same as a result of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Advance as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) the Borrower’s failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any applicable grace or notice periods; (c) the Borrower’s failure to give any notice required to be given by it to the Lender hereunder; (g) the failure of a Borrower to make any other payment due hereunder or under any of the other Documents; (h) any inaccuracy of the Borrower’s or any Material Subsidiary’s representations and warranties contained in any Document; (i) any failure of the Borrower or any Material Subsidiary to observe or fulfil its covenants in any Document; or (j) any cost or expense incurred in relation to any Losses caused transaction, including the Acquisition, to be financed in whole or in part with the proceeds of the Credit Facilities; (k) the occurrence of any Default or Event of Default; provided that this Section 15.5 will not apply to any losses, claims, costs, damages or liabilities that arise by reason of the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among Party claiming indemnity hereunder. The provisions of this Section 15.5 shall survive repayment of the Indemnified Parties not caused in whole or in part by a breach Indebtedness of Mortgagor’s obligations the Borrower under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator indemnify the Agent, each of the PropertyLenders, Mortgagor shalleach of their respective Affiliates, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokeragesuccessors, leasingtransferees, finders or similar fees that may be made relating to the Property participants and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees assigns and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, memberscontrolling persons, employees and trustees agents of any of the foregoing (each, an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees, disbursements and settlement costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations or the Collateral, excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (iii) Indemnified Amounts that represent taxes based upon, or measured by, net income, or changes in the rate of tax or as determined by reference to the overall net income, of such Indemnified Party, (iv) Indemnified Amounts that represent franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes or (v) Indemnified Amounts that represent withholding taxes required for payments made to any foreign entity which, at the time such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder, fails to deliver to the Agent and the Borrower an accurate IRS Form W-8 BEN or W-8 ECI, as applicable. Without limiting the foregoing, and (e) the heirs, legal representatives, successors and assigns Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.or relating to:

General Indemnity. Mortgagor In addition to the payments pursuant to Section ----------------- 11.3, Company agrees that while Mortgagee has no liability to indemnify, pay, and hold Newco and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder of the PropertyNotes, Mortgagor shalland the officers, at its sole cost directors, employees, agents, and expenseAffiliates of Newco and any such holder (collectively, protectthe "Indemnitees"), defendharmless from and against any and all other liabilities, releaseobligations, indemnify losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative, or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Partiesany Indemnitee, directly in any manner relating to or indirectly, arising out of the indebtedness created by this Agreement, the Notes, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any other agreements or documents executed and delivered by Company in connection with therewith, including without limitation any damage to public or worker health and safety or the Secured Obligationsenvironment, Newco's agreement to make the Property (or any portion thereof), the LoanLoans hereunder, or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees intended use of the proceeds of the Loans (the "indemnified liabilities"); provided that may be made relating Company shall have no obligation to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted an Indemnitee hereunder with respect to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or (b) public policy, Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 11.11 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Company's obligations hereunder and all other costs termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to the payment of expenses pursuant to Section 9.3, whether or not the transactions contemplated hereby shall be consummated, Borrowers hereby jointly and severally agree to indemnify, pay and hold Bank and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder(s) of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Bank and such holder(s) (collectively, protectthe "Indemnitees") harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by any of the Borrowers or any other Obligor in connection with the Secured Obligationsherewith or therewith, the Property statements contained in any commitment letters delivered by Bank, Bank's agreement to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (or any portion thereof)collectively, the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees "indemnified liabilities"); provided that may be made relating Borrowers shall have no obligation to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted an Indemnitee hereunder with respect to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 9.5 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrowers' Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payments pursuant to Section 11.3, the Company agrees that while Mortgagee has no liability to indemnify, pay, and hold Newco and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder of the PropertyNotes, Mortgagor shalland the officers, at its sole cost directors, employees, agents, and expenseAffiliates of Newco and any such holder (collectively, protectthe "Indemnitees"), defendharmless from and against any and all other liabilities, releaseobligations, indemnify losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative, or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Partiesany Indemnitee, directly in any manner relating to or indirectly, arising out of the indebtedness created by this Agreement, the Notes, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any other agreements or documents executed and delivered by the Company in connection with therewith, including without limitation any damage to public or worker health and safety or the Secured Obligationsenvironment, Newco's agreement to make the Property (or any portion thereof), the LoanLoans hereunder, or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and proceeds of the Secured Obligations, or Loans (the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, provided that the foregoing Company shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or (b) public policy, the Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 11.11 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Company's obligations hereunder and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor Lessee shall, at its sole cost and expenseto the extent permitted by law, protectindemnify, defend, releaseand save harmless Lessor, indemnify its members and hold harmless the its and their members, partners (general and limited), shareholders, officers, directors, agents, employees, successors, affiliates and assigns (“Lessor’s Indemnified Parties (defined belowPersons”) from and against (a) any Losses (defined below) imposed onand all claims, incurred demands, actions or causes of action by or on behalf of any person, firm, corporation or governmental body for damages, injuries, deaths, penalties, fines, assessments or otherwise caused by, or asserted against the Indemnified Parties, directly or indirectly, arising out of of, resulting from or in connection with the Secured Obligationsas a consequence of, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part part, (i) any acts or omissions of Lessee, its officers, directors, employees, sublessees, contractors, subcontractors, licensees, invitees, engineers, agents, successors, assigns or parent or affiliated corporations or any other persons or entities acting by a breach direct or indirect authority of Mortgagor’s obligations under Lessee or pursuant to any rights granted in this Lease or (ii) the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value use and enjoyment of the Property)Surface Premises pursuant to this Lease or (iii) the approval by Lessor or Lessor’s Indemnified Persons of any plans of the Lessee or (iv) the indemnity contained in Section 13 of the Sublease or any other requirement of RGGS Land & Mineral LTD., costs, expenses, fines, penalties, charges, fees, judgments, awards, L.P. with respect to its consent to the Sublease and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner and all costs, counsel fees, expenses and liabilities incurred in or holder about any such claim or action brought thereon, all of which costs, counsel fees, expenses and liabilities shall be reimbursed to Lessor by Lessee immediately upon notification from Lessor to Lessee that the Notesame have been incurred. Provided, (c) any existing further, that indemnity obligations under this Lease exclude Lessor’s lost profit and punitive, exemplary, special or prior servicer consequential damages. Provided, further, that Lessee shall have no liability under indemnity obligations in this Lease unless Lessor or Lessor’s Indemnified Persons timely informs Lessee of a claim, demand, action or cause of action and gives Lessee the Loan, (d) right to assume the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYdefense.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender indemnify, pay and that while Mortgagee is not an owner or operator hold the Agent and each of the PropertyBanks and any holder(s) of the Notes, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of the Agent, protecteach of the Banks and such holder(s) (collectively, defendthe "Indemnitees") harmless from and against any and all other liabilities, releaseobligations, indemnify losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection with the Secured Obligationsherewith or therewith, the Property (statements contained in any commitment letters delivered by the Agent or any portion thereof)of the Banks, the Loanagreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to this MortgageLoan hereunder (collectively, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 10.05 shall survive the satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower's Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and defend the Indemnitees against and to hold the Indemnitees harmless the from and against any Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, Claim that may be instituted or asserted against or incurred by any of the Indemnified Parties, directly or indirectly, arising Indemnitees and that either (i) arises out of or in connection with the Secured Obligations, the Property (relates to this Agreement or any portion thereof), of the Loan, or other Loan Documents (including any transactions entered into pursuant to any of the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to Lender’s Liens upon the Property and the Secured ObligationsCollateral, or the performance by Lender of Lender’s duties or the exercise by Mortgagee of any of Lender’s rights or remedies granted under this Agreement or any of the other Loan Documents), or (ii) results from Borrower’s failure to Mortgagee pursuant observe, perform or discharge any of Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against or incurred by any of the Indemnitees by any Person under any Environmental Laws or similar laws by reason of Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this MortgageAgreement, or the execution, delivery, issuance or recording of any of the other Loan Documents or any financing statement or other perfection document relating thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law; providedlaw now or hereafter in effect, howeverBorrower shall pay (or shall promptly reimburse Lender for the payment of) all such Taxes, that the including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply (a) to Indemnified Claims incurred by any Losses caused by the Indemnitee as a direct and proximate result of its own gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYmisconduct.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, (i) Borrower shall at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including including, without limitation, strict liabilities), actions, administrative and judicial actions and proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property)losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, and amounts paid in settlement litigation costs, of whatever kind including or nature and whether or not incurred in connection with any judicial or administrative proceedings (including, but not limited to, reasonable attorneys’ ' fees and all other reasonable costs of defense. The term “) (the "LOSSES") imposed upon or incurred by or asserted against any Indemnified Parties” shall mean Parties (other than those arising from a state of facts that first came into existence after the Lenders acquired title to any REO Property of the Borrower through foreclosure or a deed in lieu thereof or forecloses its Lien upon the Mortgage Loans or from the Lenders' bad faith, willful misconduct or gross negligence), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) Mortgageeownership of the Global Note, the REO Mortgages, any of the other Loan Documents or any REO Property or Mortgage Loan of the Borrower or any interest therein or receipt of any Rents, or Borrower's acquisition of any REO Property or Mortgage Loan or any claim made by any prior owner of such REO Property or the related Mortgaged Property relating to such acquisition or any sums that may be payable to such prior owner in connection therewith; (b) any prior owner amendment to, or holder restructuring of, the Indebtedness, the Global Note or any of the Note, other Loan Documents; (c) any existing or prior servicer and all lawful action that may be taken by the Lenders in connection with the enforcement of the Loanprovisions of this Agreement, the Global Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with the Borrower or any Affiliate of the Borrower becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any REO Property or Mortgaged Property or any part thereof or on the officersadjoining sidewalks, directorscurbs, shareholdersadjacent property or adjacent parking areas, partnersstreets or ways; (e) any use, membersnonuse or condition in, employees and trustees on or about any REO Property or Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of the Borrower to perform or be in compliance with any of the foregoing, and terms of this Agreement or any of the other Loan Documents; (eg) performance of any labor or services or the furnishing of any materials or other property in respect of any REO Property or Mortgaged Property or any part thereof; (h) the heirsfailure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, legal representativesXxxxxxxxx for Recipients of Proceeds from Real Estate, successors Broker and assigns Barter Exchange Transactions, which may be required in connection with this Agreement; (i) any failure of each any REO Property or Mortgaged Property to be in compliance with any Legal Requirement; (j) the enforcement by any Indemnified Party of the foregoingprovisions of this SECTION 5.1(J) or (k) any and all claims and demands whatsoever which may be asserted against the Lenders by reason of any alleged obligations or undertakings on their part to perform or discharge any of the terms, covenants, or agreements contained in any Lease. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH Any amounts payable to an Indemnified Party by reason of the application of this SECTION 5.1(J)(I) shall become due and payable ten (AND/OR ANY OTHER10) INDEMNIFIED PARTY OR ANY STRICT LIABILITYdays after demand and shall bear interest at the Default Rate from the tenth (10th) day after demand until paid.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating Except to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses extent claims are caused by the gross sole negligence or willful misconduct of the Indemnified Parties City and its employees, agents and contractors, and not waived by Tenant pursuant to Section 11.6 below, Tenant shall indemnify, protect, defend, and hold harmless City and its elected officials, officers, employees, volunteers, lenders, agents, and representatives and each of their successors and assigns from and against any and all third party claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all reasonable out-of-pocket costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, arising at any time during or after the Term as a result (directly or indirectly) of or in connection with (a) any Tenant default under this Lease (including in the performance or non-performance of any obligation on Tenant’s part to be performed under the terms of this Lease); (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value Xxxxxx's performance of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, design and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder construction of the Note, Billboard; (c) any existing Tenant’s or prior servicer Tenant’s representatives or agents use of the LoanPremises, the Billboard, any portion thereof, or any improvements thereon, the conduct of Tenant’s business or any activity, work or thing done, permitted or suffered by Tenant or its representatives or agents in or about the Premises or any portion thereof, or any improvements thereon, except that with regard to the presence of Hazardous Materials, the Premises or any improvements thereon, Tenant will not be responsible for conditions that existed prior to the date that City delivers exclusive control of the Premises to Tenant and, whether prior to the Effective Date or not, were not caused by Tenant or its authorized representatives; and (d) any grossly negligent or willful act, error or omission of Tenant or its representatives or agents in or about the officersBillboard, directorsany portion thereof, shareholdersor any improvements thereon (collectively, partners“Indemnification”). Tenant shall provide such Indemnification by and through counsel reasonably approved by City. Without limiting the foregoing, members, employees and trustees of Xxxxxx’s obligation under this section includes Liabilities arising from any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.following:

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protectThe Company shall indemnify, defend, release, indemnify save and hold harmless the Indemnified Parties City and its officers, officials, agents, and employees (defined beloweach hereinafter referred to as a “City Indemnitee”) from and against any Losses (defined below) imposed onand all claims, incurred byactions, liabilities, damages, losses, or asserted against expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by (1) the Indemnified Partiesnegligent or willful acts or omissions of; (2) the failure to comply with Applicable Law by; or (3) any failure to perform its obligations under this Service Contract by the Company or any of its owners, directly officers, directors, agents, employees or indirectly, subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of the Company to comply with Applicable Law. It is the specific intention of the parties that the City Indemnitee shall, in connection with all instances, except for Claims arising solely from the Secured Obligationsnegligent or willful acts or omissions of the City Indemnitee, be indemnified by the Property (or any portion thereof), the Loan, or the Loan Documents, Company from and against any and all claims for brokerageClaims caused or alleged to be caused, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part part, by a breach the negligent or willful acts or omissions of, or the failure to comply with Applicable Law or this Service Contract by, the Company or any of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claimsits owners, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, membersagents, employees or subcontractors. It is agreed that the Company will be responsible for primary loss investigation, defense and trustees of any judgment costs where this indemnification is applicable. In consideration of the foregoingaward of this Service Contract, the Company agrees to waive all rights of subrogation against the City, its officers, officials, agents and (e) employees for losses arising from the heirswork performed by the Company for the City. Service Contract for the Supply, legal representativesPlacement, successors Removal and assigns Thermal Reactivation of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.Granular Activated Carbon Article IX – Insurance, Uncontrollable Circumstances and Indemnification

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to SECTION 11.3, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby indemnifies and agrees to hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, and reasonable expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel, and, without duplication, the allocated cost of in- house counsel, for any of such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnities shall be designated a party thereto) that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) may be imposed on, incurred by, or asserted against the Indemnified Partiesany Indemnitee, directly in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (this Agreement or any portion thereof)Related Agreement, Agent's or any Lender's agreement to make the LoanRevolving Loans or issue the Letters of Credit hereunder, or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee intended use of any rights of the Revolving Loans or remedies granted to Mortgagee pursuant to this Mortgage, Letters of Credit hereunder or proceeds thereof (the other Loan Documents or applicable law"indemnified liabilities"); provided, however, that the foregoing Borrower shall not apply (a) have any obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or (b) public policy, Borrower shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this SECTION 9.2 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Liabilities and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, Borrower will at its sole cost and expense, protect, defend, release, all times indemnify and hold harmless the Indemnified Parties Bank against all losses, costs, damages, expenses and liabilities (defined belowcollectively referred to hereinafter as “Losses”) from any Losses of whatever nature (defined belowincluding, but not limited to, attorneys’ fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectlyresulting from, arising out of, or related to one or more Claims, except to the extent any such Losses are proximately caused by the Bank’s own gross negligence or willful misconduct. The word “Claims”, as used herein, shall mean all claims, lawsuits, causes of action and other legal actions and proceedings brought against the Bank or to which the Bank is a party, that directly or indirectly result from, arise out of, or relate to: (i) any violation or alleged violation of environmental Law by Borrower or relating to a property owned or operated by Borrower, or (ii) the execution, delivery or performance of the Loan Documents or any related instruments, or (iii) any untrue statement, or alleged untrue statement made by or on behalf of Borrower of a material fact contained in the Loan Documents or in connection with the Secured Obligationsany application, the Property (amendment or any portion thereof), the Loansupplement thereto, or the Loan Documentsomission or alleged omission by Borrower or on Borrower’s behalf to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. Borrower’s obligations under this Section 3.8 shall apply to all Losses or Claims, or both, which are asserted prior to or after full payment of the Operating Loan. In case any and all claims for brokerage, leasing, finders or similar fees that action shall be brought against the Bank with respect to which indemnity may be made relating sought against Borrower, the Bank shall promptly notify Borrower in writing, and Borrower shall have the right to assume the Property investigation and defense thereof, including the employment of counsel and the Secured Obligations, or payment of all expenses. The Bank shall have the exercise right to employ separate counsel in any such action and participate in the investigation and defense thereof; and the fees and expenses of such counsel shall be paid by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawBorrower; provided, however, that Borrower, in connection with any indemnified matter, shall only be required to pay the foregoing fees and expenses of joint counsel engaged to represent both Borrower and Bank, except to the extent that the use of joint counsel could reasonably be expected to give rise to any conflict of interest for any such counsel or Bank shall have determined, based on a written opinion from its counsel, that it may have legal defenses available to it that are different from, additional to or in conflict with those available to Borrower. Borrower shall not apply (a) be liable for any settlement of any such action without its consent, but if any such action is settled with the consent of the Borrower or if there be a final unappealable judgment for the claimant in any such action, Borrower agrees to indemnify and hold harmless the Bank from and against any such Losses or Claims. Nothing herein shall be construed as requiring the Bank to acquire or maintain insurance of any form or nature with respect to any Losses caused by the gross negligence property, or willful misconduct of the Indemnified Parties or (b) with respect to any disputes among the Indemnified Parties not caused term, provision, condition or obligation of this Agreement or any other matter in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsconnection herewith. The term “Losses” provisions of this Section 3.8 shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss survive the expiration or termination of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant ----------------- to Section 8.7, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder(s) of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holder(s) (collectively, protectthe "Indemnitees") harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documentsthis Agreement, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawany other agreement, document or instrument executed and delivered by Borrower or any Guarantor in connection herewith or therewith, the statements contained in any commitment letters delivered by Lender, Lender's agreement to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "indemnified liabilities"); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee -------- hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 8.8 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Obligations and the termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to ----------------- Section 7.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder(s) of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holder(s) (collectively, protectthe "Indemnitees") ----------- harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any other Transaction Document and/or any other agreement, document or instrument heretofore, now or hereafter executed and delivered by Borrower and/or any other Obligor in connection with herewith or therewith, Lender's agreement to make Loans under this Agreement or the Secured Obligationsuse or intended use of the proceeds of any Loan under this Agreement (collectively, the Property (or any portion thereof"indemnified liabilities"), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees ; provided -------- that may be made relating Borrower shall have no obligation to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted an Indemnitee hereunder with respect to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by indemnified liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this Section 7.05 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower's Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator liability of the PropertyBorrower to the Lenders under any other provision hereof, Mortgagor shallthe Borrower will and do hereby indemnify the Agent, at its sole cost the Lenders and expenseeach director, protectofficer, defendshareholder or agent thereof (collectively, release, indemnify the “Indemnified Party”) and hold harmless the Indemnified Parties Party harmless against any losses, claims, costs, damages or liabilities (defined belowincluding reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client full indemnity basis) from any Losses (defined below) imposed on, incurred by, or asserted against by the Indemnified Parties, directly or indirectly, arising out same as a result of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply with: (a) to any Losses caused cost or expense incurred by the gross negligence or willful misconduct reason of the Indemnified Parties liquidation or (b) to any disputes among the Indemnified Parties not caused re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Advance as a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value result of the Property)Borrower’s failure to complete a Drawdown or to make any payment, costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid repayment or prepayment on the date required hereunder or specified by it in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, any notice given hereunder; (b) any prior owner subject to permitted or holder deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Note, Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any existing other amount, including any interest or prior servicer fees, due hereunder on its due date after the expiration of the Loan, any applicable grace or notice periods; (d) the officers, directors, shareholders, partners, members, employees and trustees prepayment of any outstanding Bankers’ Acceptance before the maturity date of the foregoing, and such Bankers’ Acceptance; (e) the heirs, legal representatives, successors and assigns Borrower’s repayment or prepayment of each a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the foregoingBorrower or any other Penn West Party to make any other payment due hereunder or under any of the other Documents; (h) any inaccuracy of the Borrower’s or any other Penn West Party representations and warranties contained in any Document; (i) any failure of the Borrower or any other Penn West Party to observe or fulfil its covenants under any Document; or (j) the occurrence of any Default or Event of Default; provided that this Section 23.5 will not apply to any losses, claims, costs, damages or liabilities that arise by reason of the gross negligence or wilful misconduct of the Indemnified Party. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYThe provisions of this Section 23.5 shall survive repayment of the Indebtedness of the Penn West Parties under the Documents.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor Borrower shall, at its sole cost and Borrower's expense, protect, defend, releaseindemnify, indemnify save and hold harmless Agent and each Lender and each of their respective members or partners and its members' or partner's stockholders, directors, officers, members, employees and agents (collectively the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the “Indemnified Parties”) harmless against any and all claims, directly demands, losses, expenses (including court costs and reasonable attorney's fees and expenses), damages, causes of action (whether legal or indirectly, equitable in nature) asserted by any person or entity arising out of of, caused by or in connection with the Secured Obligations, the Property (or any portion thereof), relating to the Loan, or the Property, the Agent's exercise of its rights under the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property Documents and the Secured Obligationsconstruction or interpretation of the relationship between Agent, or the exercise by Mortgagee Lenders and Borrower contrary to Section 20(d) hereof, except if suSch claims, demands, losses, damages, causes of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by action arise out of the gross negligence or willful misconduct of the Indemnified Parties or (b) Parties. Borrower shall pay to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any Agent upon demand all claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debtsjudgments, damages, losses and expenses (including, without limitation, unrealized loss including court costs and reasonable attorneys' fees and expenses) incurred by Agent and/or the Lenders as a result of value any legal or other action arising out of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awardsaforesaid matters. Borrower acknowledges that the Indemnified Parties may defend any matter covered by the above indemnification by counsel of the relevant Indemnified Party's choice, and amounts paid in settlement the costs of whatever kind such defense (including reasonable attorneys’ fees and all other attorney's fees) are part of the costs of defensecovered by this indemnity. The term “Indemnified Parties” foregoing indemnification shall mean (a) Mortgagee, (b) any prior owner or holder of not be subject to the Note, (c) any existing or prior servicer limitations on liability contained in Section 21 below and shall survive repayment of the Loan. WITHOUT LIMITATION, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) OF THE INDEMNIFIED PARTY PARTIES OR ANY STRICT LIABILITY, BUT SHALL NOT APPLY WITH RESPECT TO THE GROSS NEGLIGENCE OF SUCH INDEMNIFIED PARTIES.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, The Company shall protect, defend, release, indemnify and hold save harmless the Indemnified Parties (defined below) on an after-tax basis Lender from any Losses (defined below) imposed onand against all losses, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debtsclaims, damages, losses penalties, causes of action, costs and expenses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all expenses) (collectively, “Damages”) imposed upon, incurred by or asserted against Lender or any Affiliate of Lender on account of (i) the Principal Documents, the Swap Obligations, or any failure or alleged failure of the Company or any Guarantor to comply with any of the terms or representations of this Agreement, any other costs Principal Document, any agreement or document evidencing the Swap Obligations, or the breach of defenseany provisions thereof; (ii) any claim of loss or damage to the Collateral or any injury or claim of injury to, or death of, any person or property that may be occasioned by any cause whatsoever pertaining to the Collateral or the use, ownership or operation thereof, (iii) any failure or alleged failure of the Company to comply with any law, rule or regulation applicable to the Collateral or the use, ownership or operation of the Collateral (including, without limitation, the failure to pay any taxes, fees or other charges), (iv) any Damages whatsoever by reason of any alleged action, obligation or undertaking of Lender relating in any way to or any matter contemplated by the Principal Documents, or the Swap Agreements, or (v) any claim for brokerage fees or such other commissions relating to the Collateral; provided that such indemnity shall be effective only to the extent of any Damages that may be sustained by Lender, or any Affiliate of Lender, as applicable, in excess of any net proceeds received by it from any insurance of the Company (other than self-insurance) with respect to such Damages. Nothing contained herein shall require the Company to indemnify Lender or any Affiliate of Lender for any Damages resulting from such Person’s gross negligence or its willful misconduct. The term “Indemnified Parties” indemnity provided for herein shall mean (a) Mortgagee, (b) any prior owner or holder survive payment of the Note, (c) any existing or prior servicer Obligations and the Swap Obligations and shall extend to each Affiliate of the Loan, (d) Lender and the officers, directors, shareholders, partners, members, employees and trustees duly authorized agents of Lender and each Affiliate of Lender. In the event Lender incurs any Damages arising out of or in any way relating to the transaction contemplated by the Loan Documents (including any of the foregoingmatters referred to in this section), the amounts of such Damages shall be added to the Obligations, shall bear interest, to the extent permitted by law, at the interest rate borne by the Obligations from the date incurred until paid and (e) the heirs, legal representatives, successors and assigns shall be payable on demand. [The remainder of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis page is intentionally left blank.]

General Indemnity. Mortgagor The Borrower agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of defend (with counsel satisfactory to the Property, Mortgagor shall, at its sole cost and expenseLender), protect, defend, release, indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its and their respective partners, members, officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, fines, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (defined belowcollectively, “Losses”) from any Losses (defined below) which may be imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documentsagainst, any Indemnified Party (whether direct, indirect or consequential and all claims for brokeragewhether based on any federal, leasingprovincial, finders state or similar fees that may be made relating to the Property and the Secured Obligationslocal laws or regulations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss securities laws, commercial laws and Environmental Laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of value this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner Loan or holder the use or intended use of the Note, (c) any existing or prior servicer proceeds of the Loan; provided, (d) however that the officersBorrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party or those for whom it is in law responsible. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, directorsthe Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, shareholdersand, partnersfailing prompt payment, membersshall, employees together with interest thereon at the Default Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and trustees be secured by the Collateral. The provisions of any this Section 12.1 shall survive the satisfaction and payment of all Obligations and the foregoing, and (e) the heirs, legal representatives, successors and assigns termination of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expenseIndemnify, protect, defend, release, indemnify and hold Agent and Lenders and their respective parents, subsidiaries, directors, officers, employees, representatives, agents, successors, assigns, and attorneys (collectively, the “Indemnified Parties”) harmless the Indemnified Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses (defined below) from including, without limitation, reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any Losses (defined below) kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the Loan, the Collateral, the Other Agreements, the Loan Documents or any of the transactions contemplated therein (EXPRESSLY INCLUDING THE ORDINARY NEGLIGENCE OF LENDERS AND AGENT, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDERS AND AGENT) (collectively, the “Indemnified Liabilities”), to the extent that any of the Indemnified Liabilities results, directly or indirectly, arising out of from any claim made or in connection with the Secured Obligationsaction, the Property (or any portion thereof), the Loansuit, or the Loan Documents, any and all claims for brokerage, leasing, finders proceedings commenced by or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee on behalf of any rights Person other than the Indemnified Parties or remedies granted to Mortgagee pursuant to this MortgageBorrower; PROVIDED, the other Loan Documents or applicable lawHOWEVER, THAT ALTHOUGH EACH INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED FROM ITS OWN ORDINARY NEGLIGENCE, NO INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; providedprovided further, however, that the foregoing Agent and Lenders shall not apply (a) be indemnified against claims resulting from Agent’s or Lenders’ own actions taken with respect to any Losses caused by Asset after Agent forecloses its Lien upon such Asset. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the gross negligence or willful misconduct satisfaction and payment of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach Obligations and termination of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor Borrower agrees that while Mortgagee Lender has no liability to any Person person in tort or otherwise as lender and that while Mortgagee Lender is not an owner or operator of the Property, Mortgagor Borrower shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsProperty, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) provided no Event of Default then exists, to any disputes among the Indemnified Parties not caused in whole or in part by a breach of MortgagorBorrower’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (ai) MortgageeLender, (bii) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (diii) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (eiv) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT WHICH 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.

General Indemnity. Mortgagor In addition to the payment of expenses ----------------- pursuant to Section 7.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holders of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holders (collectively, protectthe "Indemnitees") harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, disbursements, costs and hold harmless expenses of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower in connection with the Secured Obligationsherewith or therewith, the Property (or statements contained in any portion thereof)commitment letters delivered by Lender, the Loan, agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to under this MortgageAgreement (collectively, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities directly and solely resulting from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 7.04 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Borrower's Obligations and the termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator liability of the PropertyBorrower to the Lenders under any other provision hereof, Mortgagor shall, at its sole cost the Borrower will and expense, protect, defend, release, does hereby indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client full indemnity basis) incurred by the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out same as a result of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Advance as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any applicable grace or notice periods; (d) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (e) the Borrower’s repayment or prepayment of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower’s failure to give any notice required to be given by it to the Lender hereunder; (g) the failure of a Borrower to make any other payment due hereunder or under any of the other Documents; (h) any inaccuracy of the Borrower’s or any Material Subsidiary’s representations and warranties contained in any Document; (i) any failure of the Borrower or any Material Subsidiary to observe or fulfil its covenants in any Document; or (j) any cost or expense incurred in relation to any Losses caused transaction, including the Acquisition, to be financed in whole or in part with the proceeds of the Credit Facilities; (k) the occurrence of any Default or Event of Default; provided that this Section 20.5 will not apply to any losses, claims, costs, damages or liabilities that arise by reason of the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among Party claiming indemnity hereunder. The provisions of this Section 20.5 shall survive repayment of the Indemnified Parties not caused in whole or in part by a breach Indebtedness of Mortgagor’s obligations the Borrower under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender Lessee shall indemnify, on an after-tax basis, Lessor, its successors and that while Mortgagee is not an owner or operator of the Propertyassigns, Mortgagor shalland their respective officers, at its sole cost directors, employees, agents and expenseaffiliates ("Indemnified Persons") against all claims, protectliabilities, defend, release, indemnify losses and hold harmless the Indemnified Parties expenses whatsoever (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, except those directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses primarily caused by the Indemnified Person's gross negligence or willful misconduct misconduct), including reasonable attorneys' fees and allocated costs of internal counsel (together, "Attorney Costs"), in any way relating to or arising out of this Agreement, the Units or the Leases at any time, or the ordering, acquisition, rejection, installation, possession, maintenance, use, ownership, condition, destruction, return, or disposition of the Indemnified Parties Units, including such matters based in negligence and strict liability in tort, environmental liability, statutory liability, or infringement. (b) b)General Tax Indemnity. Lessee shall pay or reimburse Lessor and its successors and assigns on demand for, and indemnify and hold Lessor harmless from, on and after-tax basis, all taxes, assessments, fees and other governmental charges paid or required to be paid by Lessor or Lessee in any disputes among way arising out 2 of or related to the Indemnified Parties not caused in whole Units or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claimsLeases, suitsbefore, liabilities (during or after the lease term, including strict liabilities)foreign, actionsFederal, proceedingsstate, obligationscounty and municipal fees, debtstaxes and assessments, damagesand property, losses (includingvalue-added, without limitationsales, unrealized loss of value of the Property)use, costsgross receipts, expensesexcise, stamp and documentary taxes, and all related penalties, fines, penaltiesadditions to tax and interest charges (together, charges"Impositions"), fees, judgments, awards, excluding only Federal and amounts paid state taxes based on Lessor's net income unless such taxes are in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees lieu of any Imposition Lessee would otherwise be required to pay hereunder. Lessee shall timely pay any Imposition for which Lessee is primarily responsible under law and any other Imposition not payable or not paid by Lessor, but Lessee shall have no obligation to pay any such Imposition that Lessee is contesting in good faith and by appropriate legal proceedings, the nonpayment of which does not, in the foregoingopinion of Lessor, and (e) result in a material risk of adverse effect on the heirstitle, legal representativesproperty, successors and assigns use, disposition or other rights of each Lessor with respect to the Units. Lessee shall furnish on Lessor's request proof of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYpayment of any Imposition paid by Lessee.

General Indemnity. Mortgagor Except as may be otherwise provided in this Agreement, in addition to the payment of expenses pursuant to Section 11.3, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, defend and indemnify Indemnitees and hold Indemnitees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection with the Secured Obligationsherewith or therewith, the Property (statements contained in any commitment letters delivered by the Agent or any portion thereof)of the Banks, the Loanagreement of any of the Banks to make the Loans hereunder, the agreement of Banks to issue the Letters of Credit hereunder or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to this MortgageLoan hereunder (collectively, the other Loan Documents or applicable law"Indemnified Liabilities"); provided, however, provided that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or (b) public policy, Borrower shall contribute 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 the Indemnitees or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 11.5 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, Obligations and the termination of this Agreement. No provision contained in this Section 11.5 shall affect any rights the Borrower may have against any Bank which defaults under this Agreement or is intended to indemnify any such Agent or Bank which defaults under this Agreement (cbut only such Agent or Bank that defaults under this Agreement) for any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYsuch Indemnified Liabilities arising from such defaulting Bank's action.

General Indemnity. Mortgagor The Company agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties Purchaser (defined belowand its directors, officers, affiliates, agents, successors and assigns) from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokeragelosses, leasingliabilities, finders or similar fees that may be made relating to the Property deficiencies, costs, damages and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses expenses (including, without limitation, unrealized loss reasonable attorney's fees, charges and disbursements) incurred by the Purchaser as a result of value any inaccuracy in or breach of the Property)representations, costswarranties or covenants made by the Company herein; provided, expenseshowever, finesthis Section 8.1 shall not inure to the benefit of the Purchaser with respect to any person asserting such loss, penaltiesclaim, chargesdamage or liability who purchased the Registrable Securities (as defined in Section 1 of the Registration Rights Agreement) which are the subject thereof if the Purchaser failed to send or give (in violation of the Securities Act or the rules and regulations promulgated thereunder) a copy of the prospectus contained in the Registration Statement to such person at or prior to the written confirmation to such person of the sale of such Registrable Securities, fees, judgments, awards, where the Purchaser or other underwriter distributing the Registrable Securities was obligated to do so under the Securities Act or the rules and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defenseregulations promulgated thereunder. The term “Indemnified Parties” shall mean (a) MortgageePurchaser agrees to indemnify and hold harmless the Company and its directors, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directorsaffiliates, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representativesagents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys fees, charges and disbursements) incurred by the Company as result of each any inaccuracy in or breach of the foregoingrepresentations, warranties or covenants made by the Purchaser herein. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.Notwithstanding anything to the contrary herein, the Purchaser shall be liable under this Section 8.1 for only that amount as does not exceed the net proceeds to such Purchaser as a result of the sale of Shares pursuant to the Registration Statement. 8.2

General Indemnity. Mortgagor agrees that while Mortgagee has no liability (a) Subject to any Person in tort or otherwise as lender the terms and that while Mortgagee is not an owner or operator conditions of the Propertythis Article V, Mortgagor shallJWGFC and Seller each hereby agrees, at its sole cost jointly and expenseseverally, protect, defend, release, fully to indemnify and hold Fiserv and Buyer, the Company and their subsidiaries and affiliates harmless the Indemnified Parties (defined below) on an after-Tax basis from and against any Losses (defined below) imposed onand all damages to and liabilities of same, incurred byincluding without limitation those resulting from or relating to demands, claims, actions or asserted against the Indemnified Partiescauses of action, directly assessments or indirectlyother losses, arising out costs and expenses relating thereto, interest and penalties thereon and reasonable attorneys' fees and expenses in respect thereof, by reason of or resulting from (i) a breach of any representation or warranty of the Company, JWGFC or the Seller, as the case may be, contained in connection with or made pursuant to this Agreement, (ii) the Secured Obligations, failure of JWGFC or the Property (or Seller at any portion thereof), the Loantime, or the Loan Documentsfailure of the Company on or prior to the Closing Date, as the case may be, duly to perform or observe any term, provision or covenant or agreement to be performed or observed by them or it pursuant to this Agreement or (iii) except as otherwise agreed in writing between JWGFC and the Seller, and Fiserv and Buyer, any and all actions, arbitrations, suits or proceedings listed in the Disclosure Schedule and any and all actions, arbitrations, suits or proceedings not so listed but related to events occurring, or actions taken or failed to be taken, on or prior to the Closing Date. (b) Subject to the terms and conditions of this Article V, Fiserv and Buyer hereby fully agree to indemnify, defend and hold JWGFC and the Seller harmless from and against all damages to and liabilities of JWGFC and the Seller, including without limitation those resulting from or relating to demands, claims, actions or causes of action, assessments or other losses, costs and expenses relating thereto, interest and penalties thereon and reasonable attorneys' fees and expenses in respect thereof, by reason of or resulting from (i) a breach of any representation or warranty of Fiserv and Buyer contained in or made pursuant to this Agreement, (ii) any failure of Fiserv and Buyer at any time duly to perform or observe any term, provision, covenant or agreement to be performed or observed by Fiserv and Buyer pursuant to this Agreement or (iii) the conduct of the business of the Company by Buyer subsequent to the Closing Date. (c) The parties hereby acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, subject matter of this Agreement (other than a claim for fraud or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct for specific performance of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach terms of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.this

General Indemnity. Mortgagor Borrower agrees that while Mortgagee Xxxxxx has no liability to any Person person in tort or otherwise as lender and that while Mortgagee Lender is not an owner or operator of the Property, Mortgagor Borrower shall, at its sole cost and expenseexpense (but subject to the provisions of Section 8.01 above), protect, defend, release, indemnify and hold harmless (“indemnify”) the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof)Property, the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawincluding Losses; provided, however, that the foregoing indemnities shall not apply (a) to any Losses caused by (i) the gross negligence or of Lender, (ii) the willful misconduct of Lender, (iii) an illegal act by Xxxxxx, or (iv) fraud on the part of Lender; and provided further that the foregoing indemnities shall not apply to claims brought by or on behalf of Lender or any of the other Indemnified Parties unless such claims are for indemnification against claims imposed on, incurred by, or (b) to any disputes among the asserted against Lender or such other Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthird party. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costsCosts, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees (both in-house staff and retained attorneys) and all other costs of defense. The term “Indemnified Parties” shall mean (a) MortgageeLender, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) Trustee, (e) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (ef) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor Each Borrower agrees that while Mortgagee Lender has no liability to any Person person in tort or otherwise as lender and that while Mortgagee Lender is not an owner or operator of the any Individual Property, Mortgagor each Borrower shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless (“indemnify”) the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsProperty, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that (i) the foregoing indemnities shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or and (bii) the foregoing indemnities shall not apply to any disputes among Losses that Borrower can conclusively prove (A) were caused solely by actions, circumstances, conditions, or events that occurred after the Indemnified Parties date Lender (or any purchaser at a foreclosure sale) actually acquired title to the Individual Property and (B) were not caused in whole caused, contributed to, enhanced, or in part exacerbated by a breach the direct or indirect actions or inactions of Mortgagor’s obligations under the Loan DocumentsBorrower or any partners, officers, members, shareholders, employees, or agents of Borrower. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (includinglosses, without limitation, unrealized loss of value of the Property), costsCosts, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees Prudential Loan Nos. 706109321 - 706109336 CNL BV Portfolio Amended and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.Restated Loan Agreement

General Indemnity. Mortgagor Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator indemnify each of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Affected Parties, directly each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or indirectly, incurred by any of them arising out of or in connection with relating to the Secured ObligationsTransaction Documents or the transactions contemplated thereby (including the issuance or Modification of, the Property (fronting for, or any portion thereofdrawing under, any Letter of Credit), the LoanLC Collateral Account, the Obligations or the Loan DocumentsCollateral, any and all claims for brokerageexcluding, leasing, finders or similar fees that may be made relating however: (i) Indemnified Amounts to the Property extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, and (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the Secured Obligationsextent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the exercise by Mortgagee of any rights or remedies granted related Obligor’s refusal to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawpay; provided, however, that prior to the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct occurrence of an Event of Default, the Indemnified Parties or (b) shall only be entitled to any disputes among seek indemnity for the reasonable fees and disbursements of a single law firm as special counsel to all such Indemnified Parties (and, if required, a single law firm as local counsel to all such Indemnified Parties in each relevant jurisdiction where the law firm acting as special counsel is not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentslicensed to practice). The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of Without limiting the foregoing, and (e) the heirs, legal representatives, successors and assigns Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.or relating to:

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender Each Borrower shall indemnify Lender and that while Mortgagee is not its officers, directors, employees, attorneys and agents (each, an owner or operator of the Property“Indemnified Party”) from, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify shall defend and hold each Indemnified Party harmless the Indemnified Parties against, any and all losses, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, expenses (defined belowincluding reasonable attorney’s fees) from of any Losses (defined below) kind or nature which at any time may be imposed on, incurred by, or asserted against the an Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply Party: (a) as a result of Lender’s exercise of (or failure to exercise) any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claimsits rights and remedies hereunder, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value (i) any sale or transfer of the Property)Collateral, costs(ii) the preservation, expensesrepair, finesmaintenance, penalties, charges, fees, judgments, awardspreparation for sale or securing of any Collateral, and amounts paid (iii) the defense of Lender’s interests in settlement the Collateral (including the defense of whatever kind including reasonable attorneys’ fees and all other costs claims brought by either Borrower as a debtor-in-possession or otherwise, any secured or unsecured creditors of defense. The term “Indemnified Parties” shall mean (a) Mortgageeeither Borrower, or any trustee or receiver in bankruptcy); (b) any prior owner arising from or holder relating to (i) the maintenance and operation of the NoteLender Lockbox or the Lender Payment Account, and (ii) any action taken (or failure to act) by any Indemnified Party with respect thereto; (c) in connection with any existing regulatory investigation or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of proceeding by any of the foregoing, regulatory authority or agency having jurisdiction over either Borrower; and (e) the heirs, legal representatives, successors and assigns of each otherwise relating to or arising out of the foregoingtransactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; provided that an Indemnified Party’s conduct in connection with any of the foregoing matters does not constitute gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYThis indemnification shall survive the termination of this Agreement and the payment and satisfaction of the Obligations. Lender may from time to time establish reserves with respect to this indemnity as Lender in its discretion may deem necessary or advisable, and upon termination of this Agreement, Lender may hold such reserves as cash reserves as security for this indemnity.

General Indemnity. Mortgagor agrees In the event that while Mortgagee has no liability to Newcup, any Person holder of an Equity Interest in tort Newcup, any Indemnified Holder or otherwise as lender the Collateral Agent (each an "Indemnitee" and that while Mortgagee is not an owner collectively, the "Indemnitees") becomes involved in any capacity in any action, proceeding or operator investigation brought by or against any Person, including the Company, any of its Subsidiaries, the stockholders of the PropertyCompany or any holder of any Existing Indebtedness in connection with or as a result of either this arrangement, Mortgagor shallthe Transactions or any matter referred to in this Agreement the Note Purchase Documents or the Company Guarantee Documents (together, at the "Transaction Agreements"), the Company periodically will and will cause its sole Restricted Subsidiaries to reimburse each Indemnitee for its legal and other expenses (including the cost of any investigation and expense, protect, defend, release, preparation) incurred in connection therewith. The Company also will indemnify and hold each Indemnitee harmless against any and all losses, claims, damages or liabilities to any such Person in connection with or as a result of either this arrangement or any matter referred to in the Transaction Agreements, except to the extent that any such loss, claim, damage or liability results from the willful misconduct, gross negligence or bad faith of such Indemnitee in performing the obligations that are the subject of the Transaction Agreements. If for any reason the foregoing indemnification is unavailable to any Indemnitee or insufficient to hold such Indemnitee harmless, then the Company shall contribute or cause its Restricted Subsidiaries to contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Company on the one hand and such Indemnitee on the other hand in the matters contemplated by the Transaction Agreements as well as the relative fault of the Company and such Indemnified Parties Holder with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 8.02 paragraph and Section 8.03 hereof shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of any Indemnitee and the partners, members, directors, agents, employees, attorneys and controlling persons (defined below) from if any), as the case may be, of the Company and any Losses (defined below) imposed onsuch Affiliate, incurred byand shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, each Indemnitee, any such Affiliate and any such Person. The Company also agrees that neither any indemnified party nor any of such Affiliates, partners, directors, agents, employees, attorneys or asserted against controlling persons shall have any liability to the Indemnified Parties, directly Company or indirectly, arising out any Person asserting claims on behalf of or in right of the Company or any other Person in connection with or as a result of either this arrangement or any matter referred to in the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or bad faith of such indemnified party in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawTransactions; provided, however, that in no event shall such indemnified party or such other Persons have any liability for any indirect, consequential or punitive damages in connection with or as a result of such indemnified party's or such other Person's activities related to the foregoing shall not apply (a) Transaction Agreements. Any right to trial by jury with respect to any Losses caused action or proceeding arising in connection with or as a result of either this arrangement or any matter referred to in this Agreement is hereby waived by the gross negligence or willful misconduct parties hereto. The provisions of this Section 8.02 shall survive any termination of this Agreement including the payment in full of all of the Indemnified Parties or (b) to any disputes among Obligations evidenced by the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under Notes and the Loan other Note Purchase Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 12.3, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees that while Mortgagee has no liability to indemnify, pay and hold the Lender and any Person in tort or otherwise as lender holder of any Notes, and that while Mortgagee is not an owner or operator the officers, directors, employees, agents, and affiliates of the PropertyLender and such holders (collectively called the "Indemnitees") harmless from and against, Mortgagor shallany and all other liabilities, at its sole cost obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and expensedisbursements of any kind or nature whatsoever (including, protectwithout limitation, defendthe reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, releaseadministrative or judicial proceeding commenced or threatened, indemnify and hold harmless the Indemnified Parties (defined below) from whether or not any Losses (defined below) of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, the statements contained in any and all claims for brokeragecommitment letters delivered by the Lender, leasing, finders the Lender's agreement to make the Loans or similar fees that may be made relating to the Property and the Secured Obligationsissue Letters of Credit hereunder, or the exercise by Mortgagee use or intended use of any rights Letters of Credit, or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents use or applicable lawintended use of the proceeds of any of the Loans (the "Indemnified Liabilities"); provided, however, that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or (b) public policy, the Borrower shall contribute 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 the Indemnitees or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 10.2 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Obligations and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator indemnify each of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsAgent, the Property (or any portion thereof)Lenders, the Loaneach of their respective Affiliates, or the Loan Documents, any and all claims for brokeragesuccessors, leasingtransferees, finders or similar fees that may be made relating to the Property participants and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees assigns and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, memberscontrolling persons, employees and trustees agents of any of the foregoing (each, an "INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys' fees and disbursements (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations or the Collateral, EXCLUDING, HOWEVER, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (iii) Indemnified Amounts that represent taxes based upon, or measured by, net income, or changes in the rate of tax or as determined by reference to the overall net income, of such Indemnified Party, (iv) Indemnified Amounts that represent franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes or (v) Indemnified Amounts that represent withholding taxes required for payments made to any foreign entity which, at the time such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder, fails to deliver to the Agent and the Borrower an accurate IRS Form W-8 BEN or W-8 ECI, as applicable. Without limiting the foregoing, and (e) the heirs, legal representatives, successors and assigns Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.or relating to:

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 8.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder(s) of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseAffiliates of Lender and such holder(s) (collectively, protectthe “Indemnitees”) harmless from and against any and all other liabilities, defendlosses, releasecosts, indemnify expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from any Losses (defined below) reasonable fees and disbursements of outside counsel for such Indemnitees), that may be imposed on, on or incurred by, by the Indemnitees relating to or asserted against the Indemnified Parties, directly or indirectly, arising out of this Agreement, any other Transaction Document and/or any other agreement, document or instrument heretofore, now or hereafter executed and delivered by Borrower in connection with the Secured Obligationsherewith or therewith (collectively, the Property (or any portion thereof“Indemnified Liabilities”), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees ; provided that may be made relating Borrower shall have no obligation to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted an Indemnitee hereunder with respect to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply Indemnified Liabilities (a) to any Losses caused by arising from the gross negligence or willful misconduct of the Indemnified Parties that Indemnitee as determined by a court of competent jurisdiction or (b) to that result from a claim brought by Borrower or Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any disputes among the Indemnified Parties not caused other Transaction Document, if Borrower or Guarantor has obtained a judgment in whole or in part its favor on such claim as determined by a breach court of Mortgagor’s obligations competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property)undertakings and indemnification set out in this Section 8.05 shall survive satisfaction and payment of Borrower’s Obligations and the termination of this Agreement. To the extent permitted by applicable law, costs, expenses, fines, penalties, charges, fees, judgments, awardsnone of the parties hereto shall assert, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH parties hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (AND/OR ANY OTHERas opposed to direct or actual damages) INDEMNIFIED PARTY OR ANY STRICT LIABILITYarising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Advance or the use of the proceeds thereof.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person other indemnification obligation set forth elsewhere in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the PropertyLoan Documents, Mortgagor Borrower shall, at its sole cost and expense, protect, defend, releaseindemnify, indemnify release and hold harmless the Lender and its shareholders, directors, officers, agents, employees, contractors, attorneys, servicers, and successors and assigns (the "Indemnified Parties (defined belowParties") from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including including, without limitation, strict liabilities), actions, proceedings, obligationsobligatxxxx, debtsxxxxx, damagesxxxxxxx, losses (including, without limitation, unrealized loss of value of the Property)xxsses, costs, expenses, diminutions in value (provided that, with respect to diminutions in value, Borrower shall not be liable to Lender for an amount in excess of the sum of (i) the principal amount of the Note, plus (ii) interest on the indebtedness evidenced by the Note plus (iii) all other sums payable to Lender under the Loan Documents), punitive damages incurred by Lender payable to third parties (other than punitive damages arising as a direct result of Lender's actions), fines, penalties, charges, fees, expenses, judgments, awards, and awards or amounts paid in settlement settlement, of whatever kind including or nature (including, but not limited to reasonable attorneys’ ' fees and all other costs of defense. The term “) (the "Losses") imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (but excluding Losses arising out of the Indemnified Parties” shall mean ' gross negligence or willful misconduct): (a) Mortgageeownership of this Instrument or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any Rents; (b) any prior owner amendment to, or holder restructuring of, any of the Note, Loan Documents or the obligations evidenced or secured thereby; (c) any existing or prior servicer and all lawful action that may be taken by Lender in connection with the enforcement of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees provisions of any of the foregoingLoan Documents, and whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the heirsProperty or any part thereof or on the adjoining sidewalks, legal representativescurbs, successors and assigns adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of each Borrower to perform or be in compliance with any of the foregoingterms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Brokex xxx Xxxxxx Xxxxange Transactions, which may be required in connection with this Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Instrument is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the loan evidenced by the Note; or (m) any misrepresentation made by Borrower in any of the Loan Documents. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYAny amounts payable to any of the Indemnified Parties by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at rate then applicable to principal outstanding under the Note.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability The Tenant shall pay and indemnify and save the Issuer and the Trustee and their respective members, directors, officers, employees and agents harmless from and against all loss, liability, damage or expense arising out of the issuance of the Bonds and the execution of this Lease and the other Financing Documents, including, but not limited to, claims for loss or damage to any Person in tort property or otherwise as lender and that while Mortgagee is not an owner injury to or operator death of the Propertyany person, Mortgagor shallasserted by or on behalf of any person, at its sole cost and expensefirm, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, corporation or asserted against the Indemnified Parties, directly or indirectly, governmental authority arising out of or in connection reasonably connected with the Secured Obligations, the Property (or any portion thereof), the LoanProject, or the Loan Documentsconditions, occupancy, use, possession, conduct or management of, or any work done in or about, the Project. The Tenant shall also pay and all claims for brokerage, leasing, finders or similar fees that may be made relating to indemnify and save the Property Issuer and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, Trustee and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officerstheir respective members, directors, shareholders, partners, membersofficers, employees and trustees agents harmless of, from and against, all costs, reasonable counsel fees (to the extent permitted by law), expenses and liabilities incurred by them in any action or proceeding brought by reason of any claim, demand, expense, penalty, fine or judgment. If any action or proceeding is brought against the Issuer or the Trustee or their respective members, directors, officers, employees or agents by reason of any such claim or demand, the Tenant, upon notice from the Issuer or the Trustee, covenants to defend such action or proceeding on demand of the Issuer or the Trustee or their respective members, directors, officers, employees or agents. The Tenant shall also pay and indemnify the Issuer and the Trustee from and against, all costs, expenses and charges, including reasonable counsel fees (to the extent permitted by law), incurred after default of the Tenant in enforcing any covenant or agreement of the Tenant contained in this Lease, the Indenture or any other Financing Documents. Notwithstanding the foregoing, the Tenant shall have no obligation or liability to indemnify the Issuer or the Trustee or their respective members, directors, officers, employees and (e) agents against claims or liability for damages caused by or resulting from the heirsnegligence, legal representativeswillful misconduct or breach of contract of such indemnitee or any member, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYdirector, officer, employee or agent thereof.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to SECTION 12.3, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees that while Mortgagee has no liability to indemnify, pay and hold the Lender and any Person in tort or otherwise as lender holder of any Notes, and that while Mortgagee is not an owner or operator the officers, directors, employees, agents, and affiliates of the PropertyLender and such holders (collectively called the "INDEMNITEES") harmless from and against, Mortgagor shallany and all other liabilities, at its sole cost obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and expensedisbursements of any kind or nature whatsoever (including, protectwithout limitation, defendthe reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, releaseadministrative or judicial proceeding commenced or threatened, indemnify and hold harmless the Indemnified Parties (defined below) from whether or not any Losses (defined below) of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, the statements contained in any and all claims for brokeragecommitment letters delivered by the Lender, leasing, finders the Lender's agreement to make the Loans or similar fees that may be made relating to the Property and the Secured Obligationsissue Letters of Credit hereunder, or the exercise by Mortgagee use or intended use of any rights Letters of Credit, or remedies granted to Mortgagee pursuant to this Mortgagethe use or intended use of the proceeds of any of the Loans (the "INDEMNIFIED LIABILITIES"); PROVIDED, the other Loan Documents or applicable law; provided, howeverHOWEVER, that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or (b) public policy, the Borrower shall contribute 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 the Indemnitees or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this SECTION 10.2 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Obligations and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor Borrower agrees that while Mortgagee Lender has no liability to any Person person in tort or otherwise as lender and that while Mortgagee Lender is not an owner or operator of the Property, Mortgagor Borrower shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsProperty, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) provided no Event of Default then exists, to any disputes among the Indemnified Parties not caused in whole or in part by a breach of MortgagorBorrower’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defensedefense including fees and disbursements incurred on appeal. The term “Indemnified Parties” shall mean (ai) MortgageeLender, (bii) any prior owner or holder of the Note, (ciii) any existing or prior servicer of the Loan, (div) Trustee, (v) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (evi) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT WHICH 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.

General Indemnity. Mortgagor In addition to the payments pursuant to Section ----------------- 11.3, the Company agrees that while Mortgagee has no liability to indemnify, pay, and hold Newco and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder of the PropertyNotes, Mortgagor shalland the officers, at its sole cost directors, employees, agents, and expenseAffiliates of Newco and any such holder (collectively, protectthe "Indemnitees"), defendharmless from and against any and all other liabilities, releaseobligations, indemnify losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative, or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Partiesany Indemnitee, directly in any manner relating to or indirectly, arising out of the indebtedness created by this Agreement, the Notes, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any other agreements or documents executed and delivered by the Company in connection with therewith, including without limitation any damage to public or worker health and safety or the Secured Obligationsenvironment, Newco's agreement to make the Property (or any portion thereof), the LoanLoans hereunder, or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and proceeds of the Secured Obligations, or Loans (the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, provided that the foregoing Company shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or (b) public policy, the Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 11.11 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Company's obligations hereunder and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payment of ----------------- expenses pursuant to Section 10.04, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to indemnify, pay and hold Agent, Lenders and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holders of the PropertyNotes, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Agent, protectLenders and such holders (collectively called the "Indemnitees") harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement or other agreements executed and delivered by Borrower or any other Obligor in connection with the Secured Obligationsherewith, the Property (statements contained in any term sheets delivered by Agent or any portion thereof)Lender, Lenders' agreement to make the Loan, Loan hereunder or the use or intended use of the proceeds of the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees hereunder (the "Indemnified Liabilities"); provided that may be made relating Borrower shall have no obligation to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted an Indemnitee hereunder -------- with respect to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by Indemnified Liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnifications set out in settlement this Section 10.06 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower's Obligations and all other costs the termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to Borrower and each Guarantor shall indemnify Administrative Agent and each Lender and hold Administrative Agent and each Lender and their respective successors and assigns absolutely harmless from and against all losses, liabilities, damages, costs, expenses or obligations which Administrative Agent or such Lender may incur as a consequence of any Person in tort Event of Default or any other breach by Borrower or any Guarantor of any of their obligations under this Agreement, any Note, Collateral Document or any Guarantee or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligationsthis Agreement, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating except to the Property and the Secured Obligationsextent that such losses, liabilities, damages, costs, expenses or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing obligations shall not apply (a) to any Losses caused by result from the gross negligence or willful misconduct of Administrative Agent or such Lender. Without intending to limit the Indemnified Parties remedies available to Lenders with respect to the enforcement of their indemnification rights as stated herein or as stated in any Collateral Document (b) other than, and to the extent of, any disputes among claim or demand resulting from the Indemnified Parties not caused in whole gross negligence or in part by willful misconduct of Administrative Agent or a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilitiesLender), actionsin the event any claim or demand is made or any other fact comes to the attention of a Lender in connection with, proceedingsrelating or pertaining to, obligationsor arising out of the transactions contemplated by this Agreement, debtswhich Lenders believe might in any manner result in the liability of Lenders, damagesBorrower and Guarantors shall, losses (includingimmediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and the defense of any such claim or demand and pay in connection therewith any loss damage, deficiency, liability or obligation, including without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ legal fees and court costs incurred in connection therewith prior to the institution of legal proceedings, at all other costs trial levels and levels of defenseappeal. The term “Indemnified Parties” In the event of court action in connection with any such claim or demand, Borrower and Guarantors shall mean (a) Mortgagee, (b) any prior owner or holder of assume in full the Note, (c) any existing or prior servicer of responsibility for the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees defense of any such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lenders may, at their sole discretion, make any payments sustained or incurred by reason of the foregoing, and (e) Borrower and Guarantors shall immediately repay to Lenders in cash the heirsamount of such payment, with interest thereon at the maximum lawful rate from the date of such payment. Lenders shall have the right to join Borrower and/or any Guarantor as a party defendant in any legal representativesaction brought against them, successors and assigns Borrower and each Guarantor hereby consents to the entry of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYany order making it a party defendant to any such action.

General Indemnity. Mortgagor Without limiting any other rights hereunder or under applicable law, Seller hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender indemnify MBFG, and that while Mortgagee is not an owner or operator of the Propertyits successors, Mortgagor shalltransferees, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any assigns and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees agents thereof (each an “Indemnified Person”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the transactions contemplated hereby or the ownership of any Receivable, including without limitation: (a) any representation or warranty made by Seller or any of its officers or affiliates that was false or misleading when made; (b) Seller’s breach of applicable law, rule or regulation; (c) any imperfection in MBFG’s security or ownership interest in any Collateral or Receivable caused by Seller; (d) any dispute, claim, offset or defense of any Obligor, including without limitation, any relating to the foregoing, goods or services related to such Receivables and products liability claims; (e) any tax or governmental fee or charge and all interest and penalties thereon, including without limitation any sales tax that may be assessed or charged on the heirspurchase and sale of Receivable hereunder: (t) any failure of Seller to perform its duties or obligations hereunder or tinder any Contract; and (g) Seller’s purchase, legal representativestransport, successors storing, use or disposing of Hazardous Materials. Seller acknowledges that (i) MBFG is not now, and assigns has not ever been, in control of Seller’s affairs, (ii).MBFG does not have the capacity to influence Seller’s conduct with respect to the ownership, operation or management of Seller or any of its facilities or its handling or disposal of Hazardous Materials (other than to require compliance with applicable law) and (iii) each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYSeller and its subsidiaries together constitute a common enterprise.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person other indemnifications provided herein, or in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertyother Operative Agreements, Mortgagor shallthe Grantor will, at its sole cost and expense, expense protect, defend, release, indemnify and hold save harmless the Indemnified Parties Trustee and the Beneficiary on an after-tax basis from and against all liabilities, losses, damages, demands, claims, obligations, suits or other proceedings (defined below) from any Losses (defined below) imposed onincluding, incurred bycauses of action, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereoflitigation and defenses), the Loansettlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or the Loan Documentsother expenses of any kind or of any nature whatsoever (including, reasonable attorneys’, consultants’, and experts’ fees and disbursements actually incurred in investigating, defending, settling or prosecuting any and all claims for brokeragedemand, leasingclaim, finders obligation, suit or other similar fees that may be made relating proceeding (collectively, “Indemnified Liabilities”) (except to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses extent caused solely by the gross negligence or willful misconduct of the Indemnified Parties Trustee or the Beneficiary, as applicable) which may be imposed on, incurred by or asserted or awarded against the Trustee or the Beneficiary because of (bi) its interest in or ownership of the Operative Agreements, the Granted Property or receipt of any Rents; (ii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Granted Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any use, non-use or condition in, on or about the Granted Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any failure on Grantor’s part to perform or comply with any of the terms of the Operative Agreements; (v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Granted Property; (vi) to the extent not covered by insurance, any disputes among personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials or asbestos; (vii) the Granted Property’s failure to comply with any legal requirements; (viii) the occupation, condition, operation, service, design, maintenance or management of the Granted Property; and (ix) any tax, duty, assessment or other charge imposed by any governmental authority on the making and recording of this Deed of Trust. Any Indemnified Parties not caused in whole Liabilities payable to the Trustee or in part the Beneficiary because of the application of this Section 2.24 will be secured by a breach this Deed of MortgagorTrust and will become immediately due and payable and will bear interest at the Default Rate from the date such Indemnified Liability is sustained by the Trustee and/or the Beneficiary until paid. The Grantor’s obligations and liabilities under the Loan Documents. The term “Losses” shall mean this Section 2.24 will survive any claimstermination, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value satisfaction or assignment of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, Operative Agreements and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of exercise by the Loan, (d) Trustee and/or the officers, directors, shareholders, partners, members, employees and trustees Beneficiary of any of its rights or remedies under the foregoingOperative Agreements including, and (e) the heirs, legal representatives, successors and assigns of each acquisition of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYGranted Property by foreclosure or a conveyance in lieu of foreclosure as to events occurring prior thereto.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to Section 9.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holder of any of the PropertyNotes, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holder(s) (collectively called the “Indemnitees”) harmless from and against any and all other liabilities, protectobligations, defendlosses, releasedamages, indemnify penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such indemnities in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this MortgageAgreement, the other Transaction Documents, or other agreements executed and delivered by Borrower, Royal Palm, or any other Obligor in connection herewith, the statements contained in any commitment letters delivered by Lender, Lender’s agreement to make the Loan Documents hereunder or applicable law; provided, however, the use or intended use of the proceeds of the Loan hereunder (the “Indemnified Liabilities”): that Borrower shall have no obligation to the foregoing shall not apply (a) Indemnitees with respect to any Losses caused by Indemnified Liabilities arising from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part Indemnitees as determined by a breach court of Mortgagor’s obligations competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 8.05 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Obligations and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor A. Borrowers shall, at its Borrowers’ sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against any of the Indemnified Parties, directly or indirectly, in each case, arising out of or in connection with any of the Secured Obligations, the Property Second Mortgage Secured Obligations and the Third Mortgage Secured Obligations, the Properties (or any portion thereof), the Pledge Collateral, any Lien on any portion of the Property, the Pledge Collateral, the Loan, or any Loan Documents, any Third Mortgage, the Loan Affiliate Guaranty (Portfolio Borrowers), the Term Sheet, any Relevant Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property Property, the Pledge Collateral and the Secured Obligations, the Second Mortgage Secured Obligations or the Third Mortgage Secured Obligations, any accident, injury or death of person or loss of or damage to property occurring in respect of the Property, the performance of any labor or services or the furnishing of any materials or other property in respect of the Property, any tax (including any mortgage recording tax) imposed in respect of the Loan or the recording or filing of the First Mortgages, the Second Mortgages, the Third Mortgages, the Pledge and Security Agreement or any other Loan Document or Relevant Document, any wire fraud or similar fraud in connection with the payment or prepayment of any funds to Administrative Agent and/or Lender by wire transfer or other means of payment pursuant to this Agreement, the Pledge and Security Agreement, the other Loan Documents, the Third Mortgages, the Affiliate Guaranty (Portfolio Borrowers), or the Relevant Documents, any breach of the terms of Section 7.1.14 hereof, or the exercise by Mortgagee Administrative Agent or Lender of any rights or remedies granted to Mortgagee such Person pursuant to this MortgageAgreement, the other Loan Documents, the Third Mortgages, the Affiliate Guaranty (Portfolio Borrowers), the Relevant Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused solely and directly by the willful misconduct or gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part Parties, as determined by a breach final decision of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss a court of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoingcompetent jurisdiction. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE ORDINARY NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the PropertyBorrower shall pay, Mortgagor shallindemnify, at its sole cost and expense, protect, defend, release, indemnify and hold Lender and each of its officers, directors, employees, counsel, partners, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including Lender’s Expenses and reasonable attorney’s fees and the Indemnified Parties (defined belowallocated cost of in-house counsel) from of any Losses (defined below) imposed onkind or nature whatsoever with respect to the execution, incurred bydelivery, or asserted against the Indemnified Partiesenforcement, directly or indirectly, arising out performance and administration of or in connection with the Secured Obligations, the Property (or this Agreement and any portion thereof), the Loanother Loan Documents, or the Loan Documentstransactions contemplated hereby and thereby, and with respect to any and all claims for brokerageinvestigation, leasinglitigation or proceeding (including any case, finders action or similar fees that may be made proceeding before any court or other Governmental Authority relating to the Property and the Secured Obligationsbankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding) related to this Agreement or the exercise by Mortgagee Loans or the use of the proceeds thereof, whether or not any rights or remedies granted to Mortgagee pursuant to this MortgageIndemnified Person is a party thereto (all the foregoing, collectively, the other Loan Documents or applicable law“Indemnified Liabilities”); provided, however, that the foregoing Borrower shall not apply (a) have no obligation hereunder to any Losses caused by Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the such Indemnified Parties Person. An Indemnified Person may not enter into any settlement or (b) other compromise with respect to any disputes among the Indemnified Parties Liabilities without Borrower’s prior written consent, which shall not caused in whole be unreasonably withheld, conditioned or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awardsdelayed, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defenseif a claim is settled or compromised without such consent, Borrower shall not be obligated to provide indemnification under this section. The term “If any Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees Person obtains recovery of any of the foregoingamounts that Borrower has paid to it pursuant to the indemnity set forth in this section, and (e) then such Indemnified Person shall promptly pay the heirs, legal representatives, successors and assigns Borrower the amount of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYsuch recovery.

General Indemnity. Mortgagor In addition to the payment of expenses ----------------- pursuant to Section 7.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees that while Mortgagee has no liability to defend, indemnify, pay and hold Lender and any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator holders of the PropertyNote, Mortgagor shalland the officers, at its sole cost directors, employees, agents and expenseaffiliates of Lender and such holders (collectively, protectthe "Indemnitees") harmless from and against any and all other liabilities, defendobligations, releaselosses, indemnify damages, penalties, actions, judgments, suits, claims, disbursements, costs and hold harmless expenses of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined below) from reasonable fees and disbursements of counsel for such Indemnitees in connection with any Losses (defined below) investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against the Indemnified PartiesIndemnitees, directly in any manner relating to or indirectly, arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower in connection with the Secured Obligationsherewith or therewith, the Property (or statements contained in any portion thereof)commitment letters delivered by Lender, the Loan, agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to under this MortgageAgreement (collectively, the other Loan Documents or applicable law"indemnified liabilities"); provided, however, provided that the foregoing Borrower shall not apply (a) -------- have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities directly and solely resulting from the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part that Indemnitee as determined by a breach court of Mortgagor’s obligations competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Loan Documentspayment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section 7.04 shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Borrower's Obligations and the termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor In addition to the payment of expenses pursuant to SECTION 9.6, Borrower agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender indemnify, pay and that while Mortgagee is not an owner or operator hold the Lender, and the officers, directors, employees, agents, and affiliates of the PropertyLender (collectively, Mortgagor shallthe "Indemnities"), at its sole cost harmless from and expenseagainst any and all other liabilities, protectobligations, defendlosses, releasedamages, indemnify penalties, actions, judgments, suits, claims, costs, expenses and hold harmless disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitee shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Partiesany Indemnitee, directly in any manner relating to or indirectly, arising out of this Agreement, any other Loan Document or any other agreements executed and delivered by the Borrower in connection with the Secured Obligationsherewith, the Property (or any portion thereof), Lender's agreement to make the LoanRevolving Credit hereunder, or the Loan Documents, any and all claims for brokerage, leasing, finders use or similar fees that may be made relating to intended use of the Property and the Secured Obligations, or the exercise by Mortgagee proceeds of any rights or remedies granted to Mortgagee pursuant to this Mortgage, of the other Loan Documents or applicable lawRevolving Loans (the "indemnified liabilities"); provided, howeverPROVIDED, that the foregoing Borrower shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the Indemnified Parties extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or (b) public policy, the Borrower shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement this SECTION 9.11 shall survive satisfaction and payment of whatever kind including reasonable attorneys’ fees Borrower's obligations hereunder and all other costs termination of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Agreement.

General Indemnity. Mortgagor Subject to the limitations and other provisions of Articles V and this Article VI, the Seller agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed onBuyer from, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out and in respect of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilitieswhether accrued, contingent or otherwise), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property)deficiencies, costs, expensesclaims, finesjudgments, amounts paid in settlement, interest, penalties, chargesassessments, fees, judgments, awards, and amounts paid in settlement of whatever kind out-of-pocket expenses (including reasonable attorneys’ fees and all other costs disbursements) or losses resulting from, incurred in connection with or arising out of defense(i) any breach of any representation, warranty, covenant or agreement of the Seller, (ii) any litigation to which the Buyer is or becomes subject relating to the conduct of the Business on or prior to the Effective Date, and (iii) liabilities of the Seller and related Liens (“Losses”). The term “Indemnified Parties” Buyer shall mean indemnify and hold harmless the Seller, its Affiliates and their successors and assigns, from, against and in respect of any and all liabilities (whether accrued, contingent or otherwise), damages, deficiencies, costs, claims, judgments, amounts paid in settlement, interest, penalties, assessments, out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) or losses resulting from, incurred in connection with or arising out of (a) Mortgageeany breach of any representation, warranty, covenant or agreement of the Buyer and any claim, actual action or proceeding in connection therewith, (b) any prior owner liabilities related to any Transferred Client, Transferred Partner, Transferred Vendor, Transferred Employee, or holder of the NoteTransferred Liability, as described herein, or (c) any existing or prior servicer the operation of the Loan, (d) Business on or after the officers, directors, shareholders, partners, members, employees Effective Date. The party or parties being indemnified are referred to herein as the “Indemnitee” and trustees of any of the foregoing, and (e) indemnifying party is referred to herein as the heirs, legal representatives, successors and assigns of each of the foregoing“Indemnitor”. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.The term “Affiliate” or “

General Indemnity. Mortgagor The Company agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties Purchasers (defined belowand their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokeragelosses, leasingliabilities, finders or similar fees that may be made relating to the Property deficiencies, costs, damages and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses expenses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees fees, charges and all other costs disbursements) incurred by the Purchasers as a result of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner inaccuracy in or holder breach of the Noterepresentations, warranties or covenants made by the Company herein. Further, the Company agrees to indemnify and hold harmless the Purchasers (c) any existing or prior servicer of the Loanand their respective directors, (d) the officers, directors, shareholdersmanagers, partners, members, employees shareholders, affiliates, agents, successors and trustees assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchasers as a result of the failure of the Company or any of its subsidiaries to pay contributions for all employees or any other liability that arises from the foregoingfailure to comply with any PRC rule or regulation, including any liability imposed by the Danyang Houxiang Labor Administrative Office or other local or national government authority. Each Purchaser severally but not jointly agrees to indemnify and (e) hold harmless the heirsCompany and its directors, legal representativesofficers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the foregoingPurchase Price paid by such Purchaser hereunder. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH In no event shall any “Indemnified Party” (AND/OR ANY OTHERas defined below) INDEMNIFIED PARTY OR ANY STRICT LIABILITYbe entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.

General Indemnity. Mortgagor Borrower hereby indemnifies each Indemnitee and agrees that while Mortgagee has no liability to hold each Indemnitee harmless against any Person in tort and all reasonable liabilities, damages, losses, claims, costs and expenses (excluding any taxes, fees or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed other charges on, incurred bybased on, or asserted against measured by the Indemnified Partiesgross or net receipts or the gross or net income of any Lender, directly or indirectlyany business or similar taxes, any transfer taxes and Taxes for which a Lender is otherwise indemnified pursuant to Section 6.5), and to reimburse such Indemnitee for any reasonable legal or other fees or expenses, incurred by it in connection with, arising out of or in connection with the Secured Obligations, the Property resulting from (a) any claim or defending or prosecuting any portion thereof), the Loan, action or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made proceeding relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Financing Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner Default, Event of Default, breach of warranty by Borrower, material misrepresentation by Borrower or holder non-performance by Borrower of the Noteany of its covenants or obligations under any Financing Document, (c) any existing Lease Default, Lease Event of Default, breach of warranty by Lessee, misrepresentation by Lessee or prior servicer non-performance by Lessee of the Loanany of its covenants or obligations under any Transaction Document, or (d) the officerspossession, directorsdelivery, shareholdersregistration, partnersmaintenance, memberscondition, employees and trustees service, repair, overhaul, use or operation of the Equipment whether or not attributable to any defect in the Equipment or to its design, testing, use or otherwise; provided, that Borrower shall have no obligation to indemnify or hold harmless any Indemnitee for any liabilities, damages, losses, claims, costs or expenses resulting from any Indemnitee's gross negligence or wilful misconduct or the breach of any representations, warranties or covenants of the foregoingLenders set forth herein; provided that prior to making any claim against Borrower under this Section 6.7 such Indemnitee shall have made demand of Lessee for indemnity as to any claim or expense indemnified against by Lessee under the Lease; and provided, that Borrower shall have no liability under this Section 6.7 for principal, interest and (e) amounts payable pursuant to Section 6.1, 12.1, 12.2, 12.3 or 12.5, which payments are subject to the heirs, legal representatives, successors and assigns provisions of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYSection 2.7.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person in tort or otherwise as lender the foregoing indemnity, each Company hereby jointly and that while Mortgagee is not an owner or operator severally indemnifies from, and holds each of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documentsharmless against, any and all claims for brokeragelosses, leasingliabilities, finders claims, damages, penalties, judgments, costs, and expenses (including reasonable attorneys' fees) to which any of them may become subject (other than those described in Section 10.05(a)) which directly or similar fees that may be made relating indirectly arise from or relate to (i) the Property and negotiation, execution, delivery, performance, administration, enforcement or existence of the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this MortgageOriginal Credit Agreement, the other First Amended Credit Agreement, the Second Amended Credit Agreement, any Loan Documents or applicable lawany of the Related Transactions Documents (as defined in the Second Amended Credit Agreement), (ii) any of the transactions contemplated by the Original Credit Agreement, the First Amended Credit Agreement, the Second Amended Credit Agreement or any of the Related Transactions Documents (as defined in the Second Amended Credit Agreement), (iii) any breach by any Credit Party of any representation, warranty, covenant, or other agreement contained in the Original Credit Agreement, the First Amended Credit Agreement, the Second Amended Credit Agreement or any of the Related Transactions Documents (as defined in the Second Amended Credit Agreement), or (iv) any investigation, litigation, or other proceeding, including, without limitation, any threatened investigation, litigation, or other proceeding relating to any of the foregoing. THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 75 83 (c) Provisions Applicable to All Indemnities. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNIFIED PARTY; provided, however, that the foregoing indemnities provided for in this Section 10.05 shall not apply (a) to any Losses caused by loss, damage, liability, claim, damage, penalties, judgments, cost or expense (or the applicable part thereof) resulting from, or attributable to, any bad faith, gross negligence or willful misconduct of the any Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan DocumentsParty. The term “Losses” provisions of this Section 10.05 shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value survive the repayment of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awardsObligations, and amounts paid shall continue thereafter in settlement of whatever kind including reasonable attorneys’ fees full force and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgageeeffect, (b) any prior owner or holder of notwithstanding the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees foreclosure of any of the foregoingSecurity Document or realization on any other Collateral, and (e) the heirsnotwithstanding any insolvency, legal representatives, successors and assigns bankruptcy or reorganization of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYany Credit Party.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability Borrowers hereby agree to indemnify and defend the Lender Indemnitees against and to hold the Lender Indemnitees harmless from any Person in tort Claim ever suffered or otherwise as lender and that while Mortgagee is not an owner or operator incurred by any of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising Lender Indemnitees that arises out of or in connection with the Secured Obligations, the Property (relates to this Agreement or any portion thereof)of the other Loan Documents, the Loan, or any transactions entered into pursuant to any of the Loan Documents, Lender's Lien upon any and all claims for brokerage, leasing, finders or similar fees that may be made relating to of the Property and the Secured ObligationsCollateral, or the performance by Lender of its duties or the exercise by Mortgagee of any of its rights or remedies granted to Mortgagee pursuant to under this Mortgage, Agreement or any of the other Loan Documents Documents, or that results from Borrowers' failure to observe, perform or discharge any of Borrowers' duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Lender Indemnitees by any Person under any Environmental Laws or similar laws by reason of Borrowers' or any other Person's (except a Lender Indemnitee or its agents) failure to comply with laws applicable law; providedto solid or hazardous waste materials or other toxic substances. Additionally, howeverif any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, that but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Lender for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Lender Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply (a) to Claims incurred by any Losses caused by of the Lender Indemnitees as a direct and proximate result of any Lender Indemnitee's own gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYmisconduct.

General Indemnity. Mortgagor Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator indemnify each of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Affected Parties, directly each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or indirectly, incurred by any of them arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and Transaction Documents, the Secured Obligations, Obligations or the exercise Collateral, excluding, however: (i) Indemnified Amounts to the extent determined by Mortgagee a court of any rights competent jurisdiction to have resulted from bad faith, gross negligence or remedies granted willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to Mortgagee pursuant the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the related Obligor's refusal to this Mortgage, the other Loan Documents or applicable lawpay; provided, however, that prior to the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct occurrence of an Event of Default, the Indemnified Parties or (b) shall only be entitled to any disputes among seek indemnity for the reasonable fees and disbursements of a single law firm as special counsel to all such Indemnified Parties (and, if required, a single law firm as local counsel to all such Indemnified Parties in each relevant jurisdiction where the law firm acting as special counsel is not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentslicensed to practice). The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of Without limiting the foregoing, and (e) the heirs, legal representatives, successors and assigns Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.or relating to:

General Indemnity. Mortgagor Lessee hereby agrees that while Mortgagee has no liability to indemnify, reimburse, defend and hold harmless each Indemnitee on an after-tax basis, as provided in Section 10(e), within fifteen (15) days after demand from and against any and all claims, damages (whether direct, indirect, incidental, special or consequential), losses, charges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether civil or criminal), penalties, fines, other sanctions, and any reasonable costs and expenses, in connection herewith, including, without limitation, reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee from (and including) and after the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and pollution regulations, which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents, or any of the transactions contemplated thereby; (2) the Aircraft, the Airframe, any Engine or any engine used in connection with the Airframe or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Aircraft to be a "citizen of the United States" as defined under the Federal Aviation Act and the regulations thereunder or to file the documentation necessary to continue FAA registration of the Aircraft), delivery, nondelivery, assignment, leasing, subleasing, sub-subleasing, acceptance, rejection, possession, repossession, return, financing, Liens (excluding Lessor's Liens, Head Lessor's Liens and Lenders' Liens, but including the Lien of the Indenture), use, performance, modification, maintenance, overhaul, operation, pooling, interchange, repair, testing, sale, return or other disposition or application of the Aircraft, the Airframe, any Engine, any engine used in connection with the Airframe or any Part (including, but not limited to, latent and other defects whether or not discoverable by Lessee or Lessor, Claims related to any Person in tort actual or alleged violation of Law, loss or damage to any property of passengers, shippers or otherwise or any Claim related to patent, copyright, trademark or other infringement) either in the air or on the ground, and, - 80 - 82 including, without limitation, any interest therein of an Indemnitee or imposition of a Lien thereon (excluding Lessor's Liens, Head Lessor's Liens and Lenders' Liens but including the Lien of the Indenture), or the rentals, receipts or earnings therefrom (including, without limitation, the Rent and any other amounts paid or payable with respect thereto); or (B) any defect in the Aircraft, the Airframe, any Engine, any engine used in connection with the Airframe or any Part thereof arising from the material or any article used therein, whether from the design, testing or use thereof from any maintenance, service, repair, overhaul or testing of such Aircraft, Airframe, Engine, engine or Part, or otherwise regardless of when such defect shall be discovered, whether or not such Aircraft, Airframe, Engine, engine or Part is at the time in the possession of Lessee, and regardless of where such Aircraft, Airframe, Engine, engine or Part may then be located; or (3) the breach of any representation, warranty or covenant made by Lessee hereunder or under any of the other Operative Documents or any Default or Event of Default; provided, however, that the indemnity provided for in this Section 13 shall not apply to any portion of a Claim of an Indemnitee to the extent it results from: (i) the gross negligence or willful misconduct of such Indemnitee or any of its directors, officers, employees, servants or agents (except any such gross negligence or willful misconduct as lender may be attributed to an Indemnitee due to its interest in the Aircraft, the Airframe, an Engine, any Operative Document, any Purchase Document or any Financing Document), (ii) the material breach of any express representation, warranty or covenant made by such Indemnitee herein or in any other Operative Document, or the Financing Documents (not resulting from a breach by Lessee of any of its representations, warranties or covenants in the Operative Documents or in the Financing Documents), (iii) any Taxes, whether or not Lessee is required to indemnify such Taxes under Section 10 hereof or the Tax Indemnification Agreement (it being understood that Section 10 hereof and that while Mortgagee the Tax Indemnification Agreement exclusively provide for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an owner Event of Default, (vi) as to such Indemnitee, an underlying act which occurs after a disposition or operator other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Aircraft, the Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on account of any Claims for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as to Owner Participant or Lessor as and to the extent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), delivery, non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or other disposition of the PropertyAircraft, Mortgagor the Airframe, any Engine or any engine used in connection with the Airframe or any Part thereof, either in the air or on the ground, or which may be caused by any defect in such Aircraft, Airframe, Engine, engine or Part from the material or any article used therein - 82 - 84 or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of such Aircraft, Airframe, Engine, engine or Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not such Aircraft, Airframe, Engine, engine or Part is at the time in the possession of Lessee, and regardless of the location of such Aircraft at any such time except to the extent that such Claim results from (i) the gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as may be attributed to an Indemnitee due to its interest in the Aircraft, the Airframe, an Engine, any Operative Document, any Purchase Document or any Financing Document), (ii) the material breach of any of its express representations, warranties or covenants hereunder, under any other Operative Document or Financing Document (not resulting from a breach by Lessee of any of its representations, warranties or covenants in the Operative Documents or in the Financing Documents), (iii) any Taxes, whether or not Lessee is required to indemnify such Taxes under Section 10 hereof or the Tax Indemnification Agreement (it being understood that Section 10 hereof and the Tax Indemnification Agreement exclusively provide for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) as to such Indemnitee, an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Aircraft, the Airframe, any Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents, except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the period while an Event of Default has occurred and is continuing and prior to the time such Indemnitee has received payment of all amounts owing to it hereunder and except any Claim which is alleged or does relate to the period prior to such disposition, (vii) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Financing Documents, the Purchase Documents or the Operative Documents, which amendments, supplements, waivers or consents were not requested by Lessee or are not Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that Lessee shall, at the request of any Indemnitee and so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, protectthe defense of such Indemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; providedfurther, however, that Lessee shall have the foregoing right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or Event of Default has occurred and is continuing. In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with respect to any Claim which Lessee or such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, which consent shall not apply (a) be unreasonably withheld. Each Indemnitee agrees to give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations or liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Losses caused Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the defense thereof where Lessee has the right to control the defense thereof is materially prejudiced as a result solely of such failure of such Indemnitee to give such notice. An Indemnitee or Lessee shall supply the other with such information requested by the gross negligence other as is reasonably necessary or willful misconduct advisable for the other to control the defense of a Claim to the extent permitted by this Section. Nothing in this Section shall be construed as a guaranty by Lessee of payments due pursuant to any - 84 - 86 indebtedness incurred with respect to the purchase of the Indemnified Parties Aircraft or (b) to any disputes among of the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of residual value of the PropertyAircraft. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any other Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be entitled to any double recovery for the same Claim), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” indemnities contained in this Section 13 shall mean (a) Mortgagee, (b) any prior owner continue in full force and effect notwithstanding the expiration or holder other termination of this Lease and are expressly made for the Note, (c) any existing or prior servicer benefit of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of shall be enforceable by each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYIndemnitee.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person in tort the payment of expenses pursuant to Section 12.12, whether or otherwise as lender not the transactions contemplated hereby shall be consummated, Borrowers agree to jointly and that while Mortgagee is not an owner or operator of the Propertyseverally indemnify, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify pay and hold Lender and its successors and assigns and the officers, directors, employees, agents, and affiliates of Lender and its successors and assigns (collectively the "Indemnitees"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the Indemnified Parties (defined belowreasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) from any Losses (defined below) that may be imposed on, incurred by, or asserted against the Indemnified Parties, directly any Indemnitee in any manner relating to or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawany other agreements executed and delivered by any Borrower or any guarantor of the Liabilities in connection herewith, the statements contained in any commitment or proposal letter delivered by Lender, Lender's agreement to make the Loans or the use or intended use of the proceeds of any of the Loans hereunder (collectively the "Indemnified Liabilities"); provided, however, provided that the foregoing Borrowers shall not apply (a) have no obligation to any Losses caused by an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrowers shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Parties Liabilities incurred by the Indemnitees or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documentsthem. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value provisions of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, undertakings and amounts paid indemnification set out in settlement of whatever kind including reasonable attorneys’ fees this Section shall survive satisfaction and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder payment of the Note, (c) any existing or prior servicer Liabilities and termination of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Loan Agreement.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to 19.6.1.Borrower shall pay, indemnify and hold harmless Agent and each Lender and their respective directors, officers, employees, agents, and representatives (collectively, the "Indemnified Parties") for, from and against, and promptly reimburse the Indemnified Parties for, any Person and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and expenses and amounts paid in tort settlement) incurred, paid or sustained by the Indemnified Parties in connection with, arising out of, based upon or otherwise as lender involving or resulting from any threatened, pending or completed action, suit, investigation or other proceeding by, against or otherwise involving the Indemnified Parties and that while Mortgagee is not an owner in any way dealing with, relating to or operator otherwise involving this Agreement, any of the Propertyother Loan Documents, Mortgagor shallor any transaction contemplated hereby or thereby, at its sole cost and expenseexcept to the extent that they arise from the gross negligence, protect, defend, releasebad faith or willful misconduct of any of the Indemnified Parties. Borrower shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (defined belowincluding reasonable attorneys' and consultant fees and expenses, investigation and laboratory fees, removal, remedial, response and corrective action costs, and amounts paid in settlement) from incurred, paid or sustained by the Indemnified Parties as a result of the manufacture, storage, transportation, release or disposal of any Losses (defined below) imposed Hazardous Material on, incurred byfrom, over or affecting any of the Collateral or any of the assets, properties, or asserted against the Indemnified Partiesoperations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent that they arise from the gross negligence, bad faith or willful misconduct of any of the Indemnified Parties. Borrower shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, any Acquisition Documents or the exercise enforcement by Mortgagee Agent of any of its rights or remedies granted with respect thereto, except to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, extent that the foregoing shall not apply (a) to any Losses caused by they arise from the gross negligence negligence, bad faith or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYIndemnified Parties.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender (a) Seller and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost Shareholders shall jointly and expense, protect, defend, release, severally indemnify and hold harmless Buyer and its Affiliates (the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof"Buyer Group"), the Loanfrom, or the Loan Documents, against and in respect of any and all claims for brokeragedamages, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suitsliabilities or expenses, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss interest, penalties and reasonable attorneys' fees (collectively, "Damages"), resulting from, incurred in connection with or arising out of value or otherwise in respect of (i) the breach of any representation or warranty of Seller or Shareholders for such period of survival as provided in Section 9.2; provided, that Seller shall not be liable with regard to claims for breaches of representations and warranties in Article 3 hereof (not including Sections 3.3 and 3.4) unless the aggregate amount of such claims exceeds Twenty-Five Thousand Dollars ($25,000) (but if the aggregate amount of such claims exceeds Twenty-Five Thousand Dollars ($25,000), Seller shall be liable for such entire amount), (ii) the nonfulfillment of any unwaived covenant or agreement on the part of Seller or Shareholders set forth in this Agreement or in any agreement or certificate executed and delivered by Seller or Shareholders pursuant to this Agreement, (iii) all liabilities for Taxes arising from the transfer of the Property)Assets from Seller to Buyer and all liabilities for Taxes of Seller, Shareholders or any of their respective Affiliates for any period prior to or subsequent to the Closing Date, including Bulk Sales Tax, if any; (iv) any and all liabilities, obligations, or responsibilities of Seller, Shareholders or any of their respective Affiliates with respect to any Seller Personnel, or any spouse, dependent or family member of any Seller Personnel, resulting from, relating to or arising out of any action or failure to act which occurred on, prior to or subsequent to the Closing Date, including, without limitation, obligations, liabilities and responsibilities with respect to any (1) discrimination or civil rights claims, wrongful discharge claims, unfair labor practice charges or other charges, claims, complaints or grievances relating to labor relations, employment, employment contracts or contracts for the provision of services, with Seller, any Shareholder or any Affiliate of Seller; (2) claims or actions under federal, state or local WARN Acts for improper notification of a plant closing or mass layoff (3) accidents, events or other occurrences compensable under any applicable workers' compensation or similar state or federal law, except to the limited extent that such obligations, liabilities or responsibilities are required by applicable law to be assumed by Buyer; and (4) pension plan, severance plan or policy, termination or indemnity payment, salary continuation agreement or practice, special bonuses or any similar costs or obligations; (v) all liabilities of Seller, whether incurred on, prior to, or subsequent to the Closing Date, including without limitation any liabilities with respect to any Environmental Claim or Environmental Laws and claims of infringement of Intellectual Property rights of others with respect to actions or failures to act prior to the Closing; (vi) all litigation resulting from, incurred in connection with or arising out of or otherwise in respect of the conduct of the Business on or prior to the Closing; (vii) any and all fees and expenses and other transaction costs, including, without limitation, attorneys' fees, financial advisors' fees or accountants' fees incurred by any Shareholder, Seller or any of their respective Affiliates, in each case in connection with this Agreement or the transactions contemplated by this Agreement, and (viii) any and all actions, suits, claims, proceedings, investigations, audits, examinations, demands, assessments, fines, judgments, settlements, interest, penalties, costs, expensesremedial actions and other expenses (collectively, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a"Actions") Mortgagee, (b) any prior owner pertaining to or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees arising out of any of the foregoingforegoing in this Section 9.3(a). The indemnities set forth in clauses (iii) through (vii) if the preceding sentence shall be referred to as the "Specific Indemnities." Seller and Shareholders hereby acknowledge that the Specific Indemnities are in addition to, and (e) the heirsin no way in limitation of, legal representatives, successors and assigns any other obligations of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYindemnity set forth herein.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, Charterer hereby assumes all liabilities arising out of or in connection with the Secured Obligationsdesign, use, operation, navigation, condition, maintenance and possession of the Property (or any portion thereof)Vessel during the Term, the Loanincluding, or the Loan Documentsbut not limited to, any and all claims liability for brokeragepersonal injury, leasingdeath or property damage (including pollution). Charterer shall hold harmless, finders defend and indemnify Owner, each Participant, and each of their respective officers, directors, agents, servants, successors and assigns (each, an “Indemnified Person”), from any and all losses, damages, claims, penalties, liabilities and expenses whatsoever (including reasonable Attorneys’ Fees and litigation expenses), arising, either directly or similar fees that may be made relating indirectly: (a) out of any default or other breach by Charterer with respect to its obligations hereunder or under any Charter Document related hereto, (b) out of the Property design of the Vessel, or out of any defects in (including defects of design, material or workmanship) or the unseaworthiness of the Vessel (whether latent or patent), or (c) out of the use, operation, navigation, maintenance or possession of the Vessel by Charterer or any subcharterer during the Term of this Charter, including, but not limited to, any and the Secured Obligationsall losses, damages, claims, penalties, liabilities and expenses (including reasonable Attorneys’ Fees) arising out of, or incurred in connection with, any property damage, pollution (including all remedial and clean-up costs), or the exercise by Mortgagee personal injury or death of any rights Person, whether or remedies granted to Mortgagee pursuant to this Mortgage, not caused by the other Loan Documents sole or applicable lawconcurrent negligence or strict liability of an Indemnified Person; provided, however, that the foregoing Charterer shall not apply (a) be required to indemnify any Losses caused by the Indemnified Person for loss or liability resulting solely from such Indemnified Person’s own gross negligence or willful misconduct misconduct, or for any loss or liability relating to the Vessel arising out of acts or events that occur after redelivery of the Vessel in accordance with this Charter; and provided further that any indemnity owed by Charterer to an Indemnified Parties Person under this Section arising out of the design of the Vessel, or (b) out of any defects in or unseaworthiness of the Vessel, shall not include any loss of value or utility of the Vessel due to any disputes among the Indemnified Parties not such defects, unless such defects were caused in whole or in part by a breach by Charterer of Mortgagor’s its obligations under the Loan Documents. The term “Losses” shall mean any claimshereunder, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss the obligations of value Charterer under Sections 7 and 13 of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYthis Charter.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Property, Mortgagor Borrower shall, at its sole cost and expense, protect, defend, releaseindemnify, indemnify release and hold harmless each of the Indemnified Parties (as defined below) for, from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property)losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, and amounts paid in settlement and damages of whatever kind including reasonable or nature (including, without limitation, attorneys’ fees ' fees, court costs and all other costs of defense. The ) (collectively, "Losses") (excluding Losses suffered by an Indemnified Party directly arising out of such Indemnified Party's gross negligence or willful misconduct; provided, however, that the term “Indemnified Parties” "gross negligence" shall mean (a) Mortgagee, (b) any prior owner or holder not include gross negligence imputed as a matter of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of law to any of the foregoingIndemnified Parties solely by reason of Borrower's interest in the Collateral or Borrower's failure to act in respect of matters which are or were the obligation of Borrower under the Loan Documents) caused by, and incurred or resulting from Borrower's operations of or relating in any manner to the Collateral or the Premises, whether relating to their original design or construction, latent defects, alteration, maintenance, use by Borrower or any person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Agreement by Borrower, its officers, employees, agents or other persons, including, without limitation, Losses arising from (e1) any accident, injury to or death of any person or loss of or damage to property occurring in connection with the heirsCollateral or the Premises or any portion thereof, legal representatives(2) any use, successors and assigns of each non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Collateral or the Premises or any portion thereof or the sidewalks, curbs, parking areas, streets or ways adjoining the Premises, (3) any representation or warranty made herein by Borrower, in any certificate delivered in connection herewith or in any other agreement to which Borrower is a party or pursuant thereto being false or misleading in any material respect as of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH date such representation or warranty was made, (AND/OR ANY OTHER4) INDEMNIFIED PARTY OR ANY STRICT LIABILITY.performance of any labor or services or the furnishing of

General Indemnity. Mortgagor Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that while Mortgagee has no liability may be instituted or asserted against any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Credit Documents (including any transactions entered into pursuant to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the PropertyCredit Documents, Mortgagor shallAdministrative Agent’s Lien upon the Collateral, at its sole cost or the performance by Agents or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Credit Documents), or (ii) results from a Borrower’s failure to observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against or incurred by any of the Indemnitees by any Person under any Environmental Laws or similar laws by reason of any Borrower’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, without duplication of Section 3.7, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agents and expenseLenders, protectbut including any intangibles tax, defendstamp tax, releaserecording tax or franchise tax) shall be payable by any Agent or any Borrower on account of the extension of the Loans and other Obligations by Agent or any Lender or the repayment of any of the Obligations hereunder or the granting of a Lien in favor of Agent, for the benefit of Secured Parties, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agents and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted and against the Indemnified Parties, directly or indirectly, arising out of or all liability in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the therewith. The foregoing indemnities shall not apply (a) to Indemnified Claims incurred by any Losses caused by the Indemnitee as a result of its own gross negligence or willful misconduct or that arise solely out of the Indemnified Parties or (b) to any disputes among the Indemnified Parties between Lenders or Lenders and Agents. The foregoing indemnity shall not caused in whole extend to or in part preclude any claim, demand, suit, allegation or other proceeding by any Borrower against any Indemnitee on account of any damages, losses, liabilities and expenses that may be suffered or incurred by any Borrower by a breach of Mortgagor’s obligations under this Agreement or the Loan Documents. The term “Losses” shall mean other Credit Documents by any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYParty.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability In addition to any Person other indemnifications provided herein, or in tort or otherwise as lender and that while Mortgagee is not an owner or operator of the Propertyother Financing Agreements, Mortgagor shallthe Company will, at its sole cost and expense, expense protect, defend, release, indemnify and hold save harmless the Indemnified Parties Mortgagee on an after-tax basis from and against all liabilities, losses, damages, demands, claims, obligations, suits or other proceedings (defined below) from any Losses (defined below) imposed onincluding, incurred bycauses of action, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereoflitigation and defenses), the Loansettlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or the Loan Documentsother expenses of any kind or of any nature whatsoever (including, reasonable attorneys’, consultants’, and experts’ fees and disbursements actually incurred in investigating, defending, settling or prosecuting any and all claims for brokeragedemand, leasingclaim, finders obligation, suit or other similar fees that may be made relating proceeding (collectively, “Indemnified Liabilities”) (except to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses extent caused solely by the gross negligence or willful misconduct of the Indemnified Parties Mortgagee) which may be imposed on, incurred by or asserted or awarded against the Mortgagee because of (bi) ownership of the Financing Agreements, the Mortgaged Property or receipt of any Rents; (ii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any use, non-use or condition in, on or about the Mortgaged Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any failure on Company’s part to perform or comply with any of the terms of the Financing Agreements; (v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property; (vi) to the extent not covered by insurance, any disputes among personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials or asbestos; (vii) the Mortgaged Property’s failure to comply with any legal requirements; (viii) the occupation, condition, operation, service, design, maintenance or management of the Mortgaged Property; and (ix) any tax, duty, assessment or other charge imposed by any governmental authority on the making and recording of this Mortgage. Any Indemnified Parties not caused in whole or in part Liabilities payable to the Mortgagee because of the application of this Section 2.16 will be secured by a breach of Mortgagorthis Mortgage and will become immediately due and payable and will bear interest at the Default Rate from the date such Indemnified Liability is sustained by the Mortgagee until paid. The Company’s obligations and liabilities under the Loan Documents. The term “Losses” shall mean this Section 2.16 will survive any claimstermination, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value satisfaction or assignment of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, Financing Agreements and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of exercise by the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees Mortgagee of any of its rights or remedies under the foregoingFinancing Agreements including, and (e) the heirs, legal representatives, successors and assigns of each acquisition of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYMortgaged Property by foreclosure or a conveyance in lieu of foreclosure as to events occurring prior thereto.

General Indemnity. Mortgagor Each Borrower agrees that while Mortgagee Lender has no liability to any Person person in tort or otherwise as lender and that while Mortgagee Lender is not an owner or operator of the any Individual Property, Mortgagor each Borrower shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless (“indemnify”) the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured ObligationsProperty, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable lawincluding Losses; provided, however, that (i) the foregoing indemnities shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or and (bii) the foregoing indemnities shall not apply to any disputes among Losses that Borrowers can conclusively prove (A) were caused solely by actions, circumstances, conditions, or events that occurred after the Indemnified Parties date Lender (or any purchaser at a foreclosure sale) actually acquired title to the Individual Property and (B) were not caused in whole caused, contributed to, enhanced, or in part exacerbated by a breach the direct or indirect actions or inactions of Mortgagor’s obligations under the Loan DocumentsBorrowers or any partners, officers, members, shareholders, employees or agents of Borrowers. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (includinglosses, without limitation, unrealized loss of value of the Property), costsCosts, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees (both in-house staff and retained attorneys) and all other costs of defense. The term “Indemnified Parties” shall mean (a) MortgageeLender, (b) any prior owner or holder of the any Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability Purchaser shall be liable to any Person in tort or otherwise as lender Vendor for and that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, releaseiri addition, indemnify Vendor from and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed onagainst, all losses, costs, claims, damages, expenses and liabilities whatsoever suffered, sustained, paid or incurred byby Vendor, or asserted against the Indemnified Parties, directly or indirectly, arising which arise out of any matter or in connection thing accruing, attributable to, connected with or occurring or arising from and after the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any Adjustment Date and all claims for brokerage, leasing, finders or similar fees that may be made relating which relates to the Property and the Secured ObligationsPurchased Interest, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, provided however, that the foregoing Purchaser shall not apply (a) be liable to nor be required to indemnify Vendor in respect of any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any losses, costs, claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (includingexpenses and liabilities suffered, without limitationsustained, unrealized loss paid or incurred by Vendor which arise out of value acts or omissions of Vendor, provided the omission was with respect to an obligation of the Property)Vendor that was not assumed by the Purchaser as otherwise contemplated in this Agreement. Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all losses, costs, expensesclaims, finesdamages, penaltiesexpenses and liabilities whatsoever suffered, chargessustained, feespaid or incurred by Purchaser, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees which arise out of any matter or thing accruing, attributable to, connected with or occurring or arising from and after the Adjustment Date and which relates to the Purchased Interest, provided however, that Vendor shall not be liable to nor be required to indemnify Purchaser in respect of the foregoingany losses, costs, claims, damages, expenses and (e) the heirsliabilities suffered, legal representativessustained, successors and assigns paid or incurred by Purchaser which arise out of each acts or omissions of the foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT 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 LIABILITYPurchaser.

General Indemnity. Mortgagor agrees that while Mortgagee has no liability The Borrowers and each other Loan Party agree to any Person in tort or otherwise as lender and that while Mortgagee is not an owner or operator of defend (with counsel satisfactory to the Property, Mortgagor shall, at its sole cost and expenseLender), protect, defend, release, indemnify and hold harmless the Lender, each Affiliate or Subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Parties (defined belowParty”) from and against any Losses and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (defined belowincluding, without limitation, those liabilities described in subsection 16(b) hereof and the disbursements and the fees (on a solicitor-client basis) of internal and external counsel for each Indemnified Party in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto) (collectively, the “Indemnified Liabilities”), which may be imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documentsagainst, any Indemnified Party (whether direct, indirect or consequential and all claims for brokeragewhether based on any federal, leasingprovincial, finders state or similar fees that may be made relating to the Property and the Secured Obligations, local Laws or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (regulations including, without limitation, unrealized loss securities, environmental and commercial Laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of value of the Property)this Agreement or any Loan Documents or any act, costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner event or holder of the Note, (c) any existing transaction related or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of attendant to any of the foregoing, the making and (e) the heirs, legal representatives, successors and assigns of each management of the foregoingLoans or the use or intended use of the proceeds of the Loans save and except for any Indemnified Liabilities arising as a result of the gross negligence or wilful misconduct of any Indemnified Party. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is violative of any Law or public policy, the Borrowers and each other Loan Party shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party within five (AND/OR ANY OTHER5) INDEMNIFIED PARTY OR ANY STRICT LIABILITYBusiness Days of written demand therefor, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable to Revolving Loans hereunder from the date incurred by each Indemnified Party until paid by the Borrowers, be added to the Liabilities of the Borrowers and be secured by the Collateral. The provisions of this section 16 shall survive the satisfaction and payment of the other Liabilities and the termination of this Agreement.