Common use of Indemnification Against Liabilities Clause in Contracts

Indemnification Against Liabilities. Borrower shall protect, indemnify, hold harmless and defend Agent and the Banks from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon incurred by or asserted against Agent or any of the Banks by reason of (a) ownership of an interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower to perform or comply with any of the terms of this Mortgage or the other Credit Documents, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property made or suffered to be made by or on behalf of Borrower, (f) any acts or omissions on the part of Borrower or any of its agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the Property; in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct by Agent of any Bank), whether active or passive. Borrower will pay and hold Agent and the Banks harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank in respect of this Mortgage, the other Credit Documents or the Obligations. All amounts payable to Agent or any Bank under this Section shall be payable on demand and shall be deemed Obligations secured by this Mortgage. If any action, suit or proceeding is brought against Agent or any Bank by reason of any such occurrence, Borrower, upon request of Agent will, at Borrower’s expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower and approved by Agent. All of Borrower’s obligations under this Section shall survive the foreclosure, release or other termination of this Mortgage and the satisfaction of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwise.

Indemnification Against Liabilities. Borrower shall Company will protect, indemnify, hold save harmless and defend Agent and the Banks Lender from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ ' fees and expenses) imposed upon or incurred by or asserted against Agent or any of the Banks Lender by reason of (a) ownership of an interest in the Propertyany accident, (b) any accident or injury to or death of Persons persons or loss of or damage to or loss of the use of property occurring on or about the PropertyMortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (b) any use, non-use or condition of the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower Company to perform or comply with any of the terms of this Mortgage or the other Credit DocumentsMortgage, (ed) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof made or suffered to be made by or on behalf of BorrowerCompany, (fe) any acts gross negligence or omissions tortious act on the part of Borrower Company or any of its agents, contractors, lessees, sublessee, licensees or invitees, or (gf) any work in connection with any permitted alterations, changes, new construction or demolition of or additions to the Property; in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused byRealty, or otherwise arise out of(g) any agreement between Company and the Lender originally named herein in connection with the closing of the Loan evidenced by the Note. If any action or proceeding be commenced, in whole including an action to foreclose this Mortgage or to collect the Indebtedness secured hereby, to which action or proceeding the Lender is made a party by reason of this Mortgage or the Note, or in partwhich it becomes necessary to defend or uphold the lien of this Mortgage, Agent’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct all reasonable sums paid by Agent Lender for the expense of any Bank)litigation to prosecute or defend the rights and lien created hereby, whether active or passiveshall be paid by Company to Lender as hereinafter provided. Borrower Company will pay and hold Agent and the Banks save Lender harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state State in which the Mortgaged Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank Lender in respect of this Mortgage, the other Credit Documents Mortgage or the ObligationsNote. All amounts payable to Agent or any Bank Lender under this Section shall be payable on demand and 1.06 shall be deemed Obligations Indebtedness secured by this MortgageMortgage and any such amounts that are not paid within ten (10) days after written demand therefor by Lender shall bear interest at the Default Rate (as defined in the Note) from the date of such demand. If In case any action, suit or proceeding is brought against Agent or any Bank Lender by reason of any such occurrence, BorrowerCompany, upon request of Agent Lender, will, at Borrower’s Company's reasonable expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended defended, by counsel designated by Borrower Company and reasonably approved by AgentLender. All The obligations of Borrower’s obligations Company under this Section 1.06 shall survive the foreclosure, release or other termination any discharge of this Mortgage and the satisfaction payment in full of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwiseIndebtedness.

Indemnification Against Liabilities. Borrower shall To the extent not caused by the gross negligence or willful misconduct of Mortgagee, Mortgagor will protect, indemnify, hold save harmless and defend Agent and the Banks Mortgagee from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon or incurred by or asserted against Agent or any of the Banks Mortgagee by reason of of: (a) ownership of an interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, Property or any part thereof or the adjoining sidewalks, sidewalks or curbs, vaults and vault spaces, if any, streets, alleys or ways, ; (cb) any use, non-use or condition of the Property, Property or any part thereof or the adjoining sidewalks, sidewalks or curbs, vaults and vault spaces, if any, streets, alleys or ways, ; (dc) any failure on the part of Borrower Mortgagor to perform or comply with any of the terms of this Mortgage or the other Credit Documents, Mortgage; (ed) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof made or suffered to be made by or on behalf of Borrower, Mortgagor; (fe) any acts negligence or omissions tortious act on the part of Borrower Mortgagor or any of its agents, contractors, lessees, licensees or invitees, ; or (gf) any work in connection with any alterations, changes, new construction or demolition of the Property; in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct by Agent of any Bank), whether active or passive. Borrower Mortgagor will pay and hold Agent and the Banks save Mortgagee harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located Governing Jurisdiction or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank Mortgagee in respect of this Mortgage, the other Credit Documents Note or the Obligationsindebtedness secured thereby. All amounts payable to Agent or any Bank Mortgagee under this Section 5.10 shall be payable on demand and shall be deemed Obligations indebtedness secured by this MortgageMortgage and any such amounts which are not paid within ten (10) days after demand therefor by Mortgagee shall bear interest at the Default Rate from the date of such demand. If any action, suit or proceeding is brought against Agent or any Bank Mortgagee by reason of any such occurrenceoccurrences, BorrowerMortgagor, upon request of Agent Mortgagee, will, at BorrowerMortgagor’s expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower Mortgagor and approved by Agent. All of Borrower’s obligations under this Section shall survive Mortgagee, as the foreclosure, release or other termination of this Mortgage and the satisfaction of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwisecase may be.

Indemnification Against Liabilities. Borrower shall Mortgagor will protect, indemnify, hold harmless and defend Agent Mortgagee and the Banks its officers, directors, agents, servants, and employees from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and expenses, to the extent permitted by law) imposed upon or incurred by or asserted against Agent or any of the Banks Mortgagee by reason of (a) ownership of an a mortgagee's interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use nonuse or condition of the Property, Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower Mortgagor to perform or comply with any of the terms of this Mortgage or the other Credit DocumentsMortgage, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Premises or any part thereof made or suffered to be made by or on behalf of BorrowerMortgagor, (f) any acts negligence or omissions tortious act on the part of Borrower Mortgagor or any of its respective agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the PropertyPremises; in each case irrespective of whether provided, however, that such indemnity shall not, as to Mortgagee and its officers, directors, agents, servants and employees, apply to any such liabilities, obligations, claims, damages, penalties, causes of actionsaction, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s or any Bank’s negligence or other tortious conduct (other than any to the extent they resulted from the gross negligence or willful misconduct by Agent of any Bank), whether active or passive. Borrower will pay and hold Agent and the Banks harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located Mortgagee or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank in respect of this Mortgage, the other Credit Documents or the Obligationssuch Person. All amounts payable to Agent or any Bank Mortgagee under this Section Paragraph 43 shall be payable on demand and shall be deemed Obligations indebtedness secured by this MortgageMortgage and any such amounts which are not paid within 10 days after demand therefor by Mortgagee shall bear interest at the Applicable Rate from the date of such demand. If In case any action, suit or proceeding is brought against Agent Mortgagor or any Bank Mortgagee by reason of any such occurrence, BorrowerMortgagor, upon request of Agent Mortgagee, will, at Borrower’s Mortgagor's expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower Mortgagor and approved by Agent. All of Borrower’s obligations under this Section Mortgagee (which approval shall survive the foreclosure, release not be unreasonably withheld or other termination of this Mortgage and the satisfaction of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwisedelayed).

Indemnification Against Liabilities. Borrower shall Mortgagor will protect, indemnify, hold harmless and defend Agent Mortgagee and the Banks each Lender and their respective officers, directors, agents, servants, and employees from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and expenses, to the extent permitted by law) imposed upon or incurred by or asserted against Agent or Mortgagee and/or any of the Banks Lender by reason of (a) ownership of an a mortgagee's or participating lender's interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use nonuse or condition of the Property, Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower Mortgagor to perform or comply with any of the terms of this Mortgage or the other Credit DocumentsMortgage, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Premises or any part thereof made or suffered to be made by or on behalf of BorrowerMortgagor, (f) any acts negligence or omissions tortious act on the part of Borrower Mortgagor or any of its respective agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the Property; in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct by Agent of any Bank), whether active or passive. Borrower will pay and hold Agent and the Banks harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank in respect of this Mortgage, the other Credit Documents or the ObligationsPremises. All amounts payable to Agent or Mortgagee and/or any Bank Lender under this Section Paragraph 45 shall be payable on demand and shall be deemed Obligations indebtedness secured by this MortgageMortgage and any such amounts which are not paid within 14 days after demand therefor by Mortgagee and/or such Lender shall bear interest at the Applicable Rate from the date of such demand. If In case any action, suit or proceeding is brought against Agent Mortgagor, Mortgagee or any Bank Lender by reason of any such occurrence, BorrowerMortgagor, upon request of Agent Mortgagee and/or any Lender, will, at Borrower’s Mortgagor's expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower Mortgagor and reasonably approved by AgentMortgagee. All of Borrower’s obligations under this Section Notwithstanding the foregoing, Mortgagor shall survive the foreclosure, release have no obligation to indemnify Mortgagee or other termination of this Mortgage and the satisfaction of the Obligations, and any merger of this Mortgage into any judgment Lender for its own gross negligence or the like, whether pursuant to foreclosure or otherwisewillful misconduct.

Indemnification Against Liabilities. Borrower shall Mortgagor will protect, ----------------------------------- indemnify, hold save harmless and defend Agent and the Banks Mortgagee from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ ' fees and expenses) imposed upon or incurred by or asserted against Agent or any of the Banks Mortgagee by reason of (a) - ownership of an a mortgagee's interest in the PropertyMortgaged Premises, (b) any accident or accident, - injury to or death of Persons persons or loss of or damage to or loss of the use of property occurring on or about the Property, Mortgaged Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use nonuse or condition of the Property, Mortgaged - Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower - Mortgagor to perform or comply with any of the terms of this Mortgage or the other Credit DocumentsMortgage, (e) - performance of any labor or services or the furnishing of any materials or other property in respect of the Property Mortgaged Premises or any part thereof made or suffered to be made by or on behalf of BorrowerMortgagor, (f) any acts negligence or omissions tortious - act on the part of Borrower Mortgagor or any of its agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, - new construction or demolition of the Property; Mortgaged Premises or any part thereof, (h) any other relationship that has arisen or may arise between Mortgagee and - Mortgagor or the Mortgaged Premises as a result of the delivery of this Mortgage or any other action contemplated hereby or by any other document executed in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused byconnection herewith, or otherwise arise out (i) any claim, action or other proceeding brought by or - on behalf of any other person against Mortgagee as the holder of, or by reason of its interest in, any sum deposited or paid hereunder, including, without limitation, the deposit referred to in whole section 2.08, the insurance proceeds and condemnation awards referred to in section 3.02 and the other amounts applied pursuant to section 5.10. If any action or proceeding be commenced to which action or proceeding the Mortgagee is made a party by reason of the execution of this Mortgage or the Notes, or in partwhich it becomes necessary to defend or uphold the lien of this Mortgage, Agent’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct all reasonable sums paid by Agent of any Bank), whether active or passiveMortgagee in connection with such litigation shall be paid by Mortgagor to Mortgagee as hereinafter provided. Borrower Mortgagor will pay and hold Agent and the Banks save Mortgagee harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located State of New York or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank Mortgagee in respect of this Mortgage, the other Credit Documents Mortgage or the ObligationsNotes. All amounts payable to Agent or any Bank Mortgagee under this Section shall be payable on demand and section 2.16 shall be deemed Obligations indebtedness secured by this MortgageMortgage and any such amounts which are not paid within ten (10) days after written demand therefor by Mortgagee shall bear interest at the rate of 14.75% per annum from the date advanced by Mortgagee. If In case any action, suit or proceeding is brought against Agent or any Bank Mortgagee by reason of any such occurrence, BorrowerMortgagor, upon request of Agent Mort- gagee, will, at Borrower’s Mortgagor's expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower Mortgagor and approved by AgentMortgagee. All The obligations of Borrower’s obligations Mortgagor under this Section section 2.16 shall survive the foreclosure, release or other termination any discharge of this Mortgage and the satisfaction payment in full of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwiseNotes.

Indemnification Against Liabilities. Borrower shall Mortgagor will protect, indemnify, hold harmless and defend Agent Mortgagee and the Banks its officers, directors, agents, servants, and employees from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and expenses, to the extent permitted by law) imposed upon or incurred by or asserted against Agent or any of the Banks Mortgagee by reason of (a) ownership of an a mortgagee's interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use nonuse or condition of the Property, Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower Mortgagor to perform or comply with any of the terms of this Mortgage or the other Credit DocumentsMortgage, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property Premises or any part thereof made or suffered to be made by or on behalf of BorrowerMortgagor, (f) any acts negligence or omissions tortious act on the part of Borrower Mortgagor or any of its respective agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the PropertyPremises; in each case irrespective of whether provided, however, that such indemnity shall not, as to Mortgagee and its officers, directors, agents, servants NY1-497038 EXECUTION and employees, apply to any such liabilities, obligations, claims, damages, penalties, causes of actionsaction, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s or any Bank’s negligence or other tortious conduct (other than any to the extent they resulted from the gross negligence or willful misconduct by Agent of any Bank), whether active or passive. Borrower will pay and hold Agent and the Banks harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located Mortgagee or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank in respect of this Mortgage, the other Credit Documents or the Obligationssuch Person. All amounts payable to Agent or any Bank Mortgagee under this Section Paragraph 43 shall be payable on demand and shall be deemed Obligations indebtedness secured by this MortgageMortgage and any such amounts which are not paid within 10 days after demand therefor by Mortgagee shall bear interest at the Applicable Rate from the date of such demand. If In case any action, suit or proceeding is brought against Agent Mortgagor or any Bank Mortgagee by reason of any such occurrence, BorrowerMortgagor, upon request of Agent Mortgagee, will, at Borrower’s Mortgagor's expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower Mortgagor and approved by Agent. All of Borrower’s obligations under this Section Mortgagee (which approval shall survive the foreclosure, release not be unreasonably withheld or other termination of this Mortgage and the satisfaction of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwisedelayed).

Indemnification Against Liabilities. Borrower Mortgagor shall protect, indemnify, hold harmless and defend Agent and the Banks Lender from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon incurred by or asserted against Agent or any of the Banks Lender by reason of (a) ownership of an interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower Mortgagor to perform or comply with any of the terms of this Leasehold Mortgage or the other Credit Loan Documents, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property made or suffered to be made by or on behalf of BorrowerMortgagor, (f) any acts negligence or omissions other tortious act on the part of Borrower Mortgagor or any of its agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the Property; in each case irrespective of whether except to the extent that any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, AgentLender’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct by Agent of any Bank), whether active or passiveintentional misconduct. Borrower Mortgagor will pay and hold Agent and the Banks Lender harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank Lender in respect of this Leasehold Mortgage, the other Credit Loan Documents or the Obligations. All amounts payable to Agent or any Bank Lender under this Section section shall be payable on demand and shall be deemed Obligations secured by this MortgageLeasehold Mortgage and any such amounts which are not paid within five days after demand therefor shall bear interest at the Default Rate from the date of such demand. If In case any action, suit or proceeding is brought against Agent or any Bank Lender by reason of any such occurrence, BorrowerMortgagor, upon request of Agent Lender will, at BorrowerMortgagor’s expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower Mortgagor and approved by AgentLender. All of BorrowerMortgagor’s obligations under this Section section shall survive the foreclosure, release or other termination of this Leasehold Mortgage and the satisfaction of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwise.

Indemnification Against Liabilities. Borrower shall Mortgagor will protect, indemnify, hold save harmless and defend Agent Mortgagee and Mortgagee’s officers, directors, employees and agents (each an “Indemnified Party” and collectively, the Banks “Indemnified Parties”) from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and expenses) imposed upon or incurred by or asserted against Agent or any of the Banks Indemnified Party by reason of (a) ownership of an a mortgagee’s interest in the Mortgaged Property, (b) any accident or accident, injury to or death of Persons persons or loss of or damage to or loss of the use of property occurring on or about the Property, Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property, Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower Mortgagor to perform or comply with any of the terms of this Mortgage or the other Credit DocumentsMortgage, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof made or suffered to be made by or on behalf of BorrowerMortgagor, (f) any acts negligence or omissions tortious act on the part of Borrower Mortgagor or any of its agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of or additions to the Property; in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of(h) any agreement between Mortgagor and the Mortgagee originally named herein in connection with the closing of the loan evidenced by the Note. If any action or proceeding be commenced, in whole including an action to foreclose this Mortgage or to collect the indebtedness secured hereby, to which action or proceeding any Indemnified Party is made a party by reason of the execution of this Mortgage or the Note, or in partwhich it becomes necessary to defend or uphold the lien of this Mortgage, Agent’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct all sums paid by Agent such Indemnified Party for the expense of any Bank)litigation to prosecute or defend the rights and lien created hereby, whether active or passiveshall be paid by Mortgagor to such Indemnified Party as hereinafter provided. Borrower Mortgagor will pay and hold Agent and the Banks save Mortgagee harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Mortgaged Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank Mortgagee in respect of this Mortgage, the other Credit Documents Mortgage or the ObligationsNote. All amounts payable to Agent or any Bank an Indemnified Party under this Section shall be payable on demand and 2.16 shall be deemed Obligations indebtedness secured by this MortgageMortgage and any such amounts that are not paid within ten (10) days after written demand therefor by Mortgagee shall bear interest at the Default Rate from the date of such demand. If In case any action, suit or proceeding is brought against Agent or any Bank Indemnified Party by reason of any such occurrence, BorrowerMortgagor, upon request of Agent Mortgagee, will, at BorrowerMortgagor’s expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended defended, by counsel designated by Borrower Mortgagor and approved by AgentMortgagee. All The obligations of Borrower’s obligations Mortgagor under this Section 2.16 shall survive the foreclosure, release or other termination any discharge of this Mortgage and the satisfaction payment in full of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwiseNote.

Indemnification Against Liabilities. Borrower shall protect, indemnify, hold harmless and defend Agent and the Banks from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ ' fees and expenses) imposed upon incurred by or asserted against Agent or any of the Banks by reason of (a) ownership of an interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower to perform or comply with any of the terms of this Mortgage or the other Credit Documents, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property made or suffered to be made by or on behalf of Borrower, (f) any acts or omissions on the part of Borrower or any of its agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the Property; in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s 's or any Bank’s 's negligence or other tortious conduct (other than any gross negligence or willful misconduct by Agent of any Bank), whether active or passive. Borrower will pay and hold Agent and the Banks harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank in respect of this Mortgage, the other Credit Documents or the Obligations. All amounts payable to Agent or any Bank under this Section shall be payable on demand and shall be deemed Obligations secured by this Mortgage. If any action, suit or proceeding is brought against Agent or any Bank by reason of any such occurrence, Borrower, upon request of Agent will, at Borrower’s 's expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower and approved by Agent. All of Borrower’s 's obligations under this Section shall survive the foreclosure, release or other termination of this Mortgage and the satisfaction of the Obligations, and any merger of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwise.

Indemnification Against Liabilities. Borrower Mortgagor shall protect, indemnify, hold harmless and defend Agent and the Banks Noteholder from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon incurred by or asserted against Agent or any of the Banks Noteholder by reason of (a) ownership of an interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower Mortgagor to perform or comply with any of the terms of this Leasehold Mortgage or the other Credit Debt Documents, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property made or suffered to be made by or on behalf of BorrowerMortgagor, (f) any acts negligence or omissions other tortious act on the part of Borrower Mortgagor or any of its agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the Property; in each case irrespective of whether except to the extent that any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s or any Bank’s negligence or other tortious conduct (other than any the Noteholder’ gross negligence or willful misconduct by Agent of any Bank), whether active or passiveintentional misconduct. Borrower Mortgagor will pay and hold Agent and the Banks Noteholder harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank the Noteholder in respect of this Leasehold Mortgage, the other Credit Debt Documents or the Obligations. All amounts payable to Agent or any Bank the Noteholder under this Section section shall be payable on demand and shall be deemed Obligations secured by this MortgageLeasehold Mortgage and any such amounts which are not paid within five days after demand therefor shall bear interest at the Default Rate from the date of such demand. If In case any action, suit or proceeding is brought against Agent or any Bank the Noteholder by reason of any such occurrence, BorrowerMortgagor, upon request of Agent the Noteholder will, at BorrowerMortgagor’s expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower Mortgagor and approved by Agentthe Noteholder. All of BorrowerMortgagor’s obligations under this Section section shall survive the foreclosure, release or other termination of this Leasehold Mortgage and the satisfaction of the Obligations. Notwithstanding the foregoing, no indemnification shall be required under this Section 39 if the events which would otherwise require such indemnification are primarily attributable to the negligence or intentional misconduct of the Noteholder or an affiliate of the Noteholder or a failure by the Noteholder or an affiliate of the Noteholder to operate the Mortgagor’s biodiesel plant substantially in accordance with the terms of any management and any merger operational services agreement or similar agreement between Mortgagor and the Noteholder or an affiliate of this Mortgage into any judgment or the like, whether pursuant to foreclosure or otherwiseNoteholder.