Common use of Compensation, Exculpation, Indemnification Clause in Contracts

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documents; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees shall pay to pay a Mortgagee reasonable fee compensation for any services that Mortgagee may render in connection with rendered concerning this Mortgage, including Mortgagee’s providing a without limit any statement of the amounts owing under any Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above)Obligation. Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly be liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s the exercise of or failure to exercise any the rights, remedies or powers granted to Mortgagee in this Mortgage; ; (ii) Mortgagee’s the failure or refusal of Mortgagee to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Subject Property or Collateral or under this Mortgage; or or (iii) Any any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure (whether by malfeasance, nonfeasance or refusal to act) to lease the Property, Subject Property after a Default (hereinafter defined) or from any other act or omission (regardless of whether same constitutes negligence) of Mortgagee in managing the Property, during the continuance of an Event of Default, Subject Property after a Default unless the loss is caused by the gross negligence, negligence or willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives Mortgagee and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Mortgagor. (cb) Mortgagor agrees to indemnify indemnifies Mortgagee against against, and hold it holds Mortgagee harmless from from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur: : (i) In performing by reason of this Mortgage; (ii) by reason of the execution of this Mortgage or in performance of any act required or permitted by this Mortgage or any of the other Loan Documents hereunder or by law; ; (iiiii) Because as a result of any failure of Mortgagor to perform any of its obligations under this Mortgage Mortgagor’s obligations; or the other Loan Documents; or (iiiiv) Because by reason of any alleged obligation of or undertaking by Mortgagee on Mortgagee’s part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document relating related to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith Subject Property. The above obligation of Mortgagee. This agreement by Mortgagor to indemnify and hold harmless Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (dc) Mortgagor shall pay all obligations to pay money amounts and indebtedness arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear Mortgagee together with interest thereon from the date the obligation indebtedness arises at the Default Raterate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs costs, expenses and expenses attorneys’ fees which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses expenses, attorneys’ fees and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses expenses, attorneys’ fees or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate applicable to Floating Rate Advances and shall be secured by this Mortgage. Further, with respect to the agreement by Mortgagor in this Mortgage or the other loan documents to pay Mortgagee’s attorneys’ fees and disbursements incurred in connection with the Loan, Mortgagor agrees that the Guaranty is a “contract of indebtedness” and that the attorneys’ fees and disbursements referenced are those which are a reasonable amount, all as contemplated by Ohio Revised Code Section 1301.21, as such Section may hereafter be amended. Mortgagor further agrees that the indebtedness incurred in connection with the Loans is not incurred for purposes that are primarily personal, family or household and confirms that the total amount owed on the contract of indebtedness exceeds One Hundred Thousand and No/100 Dollars ($100,000.00). (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of after a Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents Guaranty or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than this Mortgage and the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of MortgageeGuaranty. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default RateRate applicable to Floating Rate Advances.

Compensation, Exculpation, Indemnification. (a) Mortgagor Xxxxxxxxx agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by MortgagorXxxxxxxxx, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor Xxxxxxxxx agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor Xxxxxxxxx to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a fees in the maximum amounts legally permitted, or reasonable fee fees as may be charged by Mortgagee when the law provides no maximum limit, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be actually incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket reasonable costs, expenses and other advances which may be actually incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ reasonable and actual attorney’s fees and other legal costsat standard hourly rates without regard to any presumptive statutory attorney’s fees, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of titletitle (provided, however, endorsements to the loan policy in connection with loan draws shall be governed by the Loan Agreement). If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all reasonable expenditures and expenses which may be paid or actually incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and attorney’s fees at standard hourly rates without regard to any presumptive statutory attorney’s fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional reasonable expenses actually incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the reasonable and actual attorney’s fees of at standard hourly rates without regard to any attorney (including the costs and presumptive statutory attorney’s fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including mediation, arbitration, other alternative dispute processes, administrative proceedings, probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, and any and all appeals from any of the foregoing, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, negligence or willful misconduct or and bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by . Excluded from the foregoing obligations of Mortgagor to indemnify Mortgagee are matters arising from Mortgagee’s gross negligence, negligence or willful misconduct or bad faith of Mortgageemisconduct. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate applicable to Floating Rate Advances and shall be secured by this Mortgage. (b) . Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) : Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) ; Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) or Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of after a Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) . Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur: (i) , unless caused by the negligence, willful misconduct or bad faith of the Mortgagee: In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) ; Because of any failure of Mortgagor to perform any of its obligations under this Mortgage obligations; or the other Loan Documents; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) . Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default RateRate applicable to Floating Rate Advances.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. Mortgagor further agrees to pay or reimburse Clarksville Place, Indiana Mortgagee for all costs of collection including but not limited to those support staff costs as an element of reasonable attorneys' fees amounts expended in litigation preparation and computerized research, telephone and telefax expenses, mileage and depositions, postage, photocopies, process service, video tape costs, and also including any costs associated with environmental testing, audits and reviews, inspections, remediation and clean-up. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee.. Clarksville Place, Indiana (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor Trustor agrees to pay a (but not exceeding the maximum amounts legally permitted) reasonable fee fees as may be charged by Beneficiary and Trustee, for any services that Mortgagee Beneficiary or Trustee may render in connection with this MortgageDeed of Trust, including MortgageeBeneficiary’s providing a statement of the Secured Obligations (but specifically excluding or Trustee’s rendering of services in connection with a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above)reconveyance. Mortgagor shall Trustor must also pay or reimburse all of MortgageeBeneficiary’s and Trustee’s reasonable out-of-pocket costs and expenses which may be actually incurred in rendering any such services. Mortgagor Trustor further agrees to pay or reimburse Mortgagee Beneficiary for all actual, reasonable, out-of-pocket reasonable costs, expenses and other advances which may be incurred or made by Mortgagee Beneficiary or Trustee in any efforts to enforce any terms of this MortgageDeed of Trust, including any rights or remedies afforded to Mortgagee Beneficiary or Trustee or both of them under Section 6.37.2, whether any lawsuit is filed or not, including any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, or in defending any action or proceeding arising under or relating to this MortgageDeed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) belowSection 7.2(h)) and any cost of evidence of title. If Mortgagee Beneficiary chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall Trustor must pay all reasonable costs, expenses or other advances that may be actually incurred or made by Mortgagee Trustee or Beneficiary in each of such those Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall Beneficiary is not be directly or indirectly liable to Mortgagor Trustor or any other person as a consequence of any of the following: (i) MortgageeBeneficiary’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee it in this MortgageDeed of Trust; (ii) MortgageeBeneficiary’s failure or refusal to perform or discharge any obligation or liability of Mortgagor Trustor under any agreement related to the Property or under this MortgageDeed of Trust; or (iii) Any any loss sustained by Mortgagor Trustor or any third party resulting from MortgageeBeneficiary’s failure to lease the Property, or from any other act or omission of Mortgagee Beneficiary in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or bad faith of MortgageeBeneficiary. Mortgagor Trustor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon MortgageeBeneficiary. (c) Mortgagor Trustor agrees to indemnify Mortgagee Trustee and Beneficiary against and hold it them harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it either may suffer or incur: (i) In in performing any act required or permitted by this Mortgage Deed of Trust or any of the other Loan Documents or by law; (ii) Because because of any failure of Mortgagor Trustor to perform any of its obligations under this Mortgage or the other Loan DocumentsSecured Obligations; or (iii) Because because of any alleged obligation of or undertaking by Mortgagee Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants or other obligations prior to a Foreclosure Sale in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor Trustor to indemnify Mortgagee shall survive Trustee and Beneficiary survives the release and cancellation of any or all of the Secured Obligations and the full or partial release and/or reconveyance of this MortgageDeed of Trust. (d) Mortgagor shall Trustor must pay all obligations to pay money arising under this Section 5.9 promptly upon within thirty (30) days after demand by MortgageeTrustee or Beneficiary. Each If the loan evidenced by the Note has not been paid in full, each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Raterate then being applied to the principal balance of the Note. If the loan evidenced by the Note has been paid in full, each such obligation shall bear interest at the Non-default Rate as defined in the Master Agreement included in the Swap Contracts.

Compensation, Exculpation, Indemnification. (a) Mortgagor Grantor agrees to pay a reasonable fee all fees required by and pursuant to the Loan Agreement for any services that Mortgagee Beneficiary may render in connection with this MortgageDeed of Trust, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor Grantor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket Beneficiary's costs and expenses which may be incurred in rendering any such services. Mortgagor Grantor further agrees to pay or reimburse Mortgagee Beneficiary for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee Beneficiary in any efforts to enforce any terms of this MortgageDeed of Trust, including any rights or remedies afforded to Mortgagee Beneficiary under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this MortgageDeed of Trust, including reasonable attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) including Trustee's fees and any cost of evidence of title. If Mortgagee Beneficiary chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor Grantor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee Beneficiary in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee Beneficiary under this Mortgage Deed of Trust or the NoteNotes, including the exercise of the Trustee's power of sale, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee Beneficiary for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), Trustee's fees, survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee Beneficiary with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee Beneficiary may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this MortgageDeed of Trust, including the reasonable fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee Beneficiary in any litigation or proceeding affecting this MortgageDeed of Trust, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by MortgagorGrantor, with interest thereon at the Default Rate and shall be secured by this MortgageDeed of Trust. (b) Mortgagee Beneficiary shall not be directly or indirectly liable to Mortgagor Grantor or any other person as a consequence of any of the following: (i) Mortgagee’s Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee Beneficiary in this MortgageDeed of Trust; (ii) Mortgagee’s Beneficiary's failure or refusal to perform or discharge any obligation or liability of Mortgagor Grantor under any agreement related to the Property or under this MortgageDeed of Trust; or (iii) Any loss sustained by Mortgagor Grantor or any third party resulting from Mortgagee’s Beneficiary's failure to lease the Property, or from any other act or omission of Mortgagee Beneficiary in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of MortgageeBeneficiary. Mortgagor Grantor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon MortgageeBeneficiary. (c) Mortgagor Grantor agrees to indemnify Mortgagee Beneficiary for and against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the negligence, willful misconduct or bad faith of the Beneficiary: (i) In performing any act required or permitted by this Mortgage Deed of Trust or any of the other Loan Documents or by lawLaw; (ii) Because of any failure of Mortgagor Grantor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor Grantor to indemnify Mortgagee Beneficiary shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this MortgageDeed of Trust. (d) Mortgagor Grantor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by MortgageeBeneficiary. Each such obligation shall be added to, and considered to be part of, the principal of the NoteNotes, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each I-11 of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate applicable to Floating Rate Advances and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of after a Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default RateRate applicable to Floating Rate Advances.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title Russelville, Kentucky as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage.. Russelville, Kentucky (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to shall pay a Mortgagee reasonable fee compensation for any services that Mortgagee may render in connection with rendered concerning this Mortgage, including Mortgagee’s without limitation, the providing a of any statement of the amounts owing under any Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above)Obligation. Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly be liable to Mortgagor or any other person as a consequence of any of the following: of: (i) Mortgagee’s the exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; ; (ii) Mortgagee’s the failure or refusal of Mortgagee to perform or discharge any obligation or liability of Mortgagor under this Mortgage or any Lease or other agreement related to the Property Subject Property; or under this Mortgage; or (iii) Any any loss sustained by Mortgagor or any third party resulting from as a result of Mortgagee’s failure to lease the Property, Subject Property after any Default or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of Default, Subject Property after any Default unless the such loss is caused by the gross negligence, willful misconduct or bad faith gross negligence of Mortgagee. Mortgagor hereby expressly waives ; and releases all liability of the types described above, and agrees that no such liability shall be asserted or enforced against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Mortgagor. (cb) Mortgagor agrees to shall indemnify Mortgagee against against, and hold it Mortgagee harmless from from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost costs of evidence of title, cost costs of evidence of value, and other costs and expenses which it Mortgagee may suffer or incur: : (i) In performing by reason of this Mortgage; (ii) by reason of the performance of any act required or permitted by this Mortgage or any of the other Loan Documents hereunder or by law; ; (iiiii) Because as a result of any failure of Mortgagor to perform any of its obligations under this Mortgage Mortgagor’s obligations; or the other Loan Documents; or (iiiiv) Because by reason of any alleged obligation of or undertaking by of Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document relating related to the Property Subject Property, including without limitation, the payment of any taxes, assessments, rents or other than the Loan Documentslease obligations, unless liens, encumbrances or other obligations of Mortgagor under this loss is caused by the gross negligence, willful misconduct or bad faith of MortgageeMortgage. This agreement by Mortgagor Mortgagor’s duty to indemnify Mortgagee shall survive the release and payment, discharge or cancellation of any or all of the Secured Obligations and the full release or partial release satisfaction, in whole or in part, of this Mortgage. (dc) Mortgagor shall pay all obligations to pay money indebtedness arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear together with interest thereon from the date the obligation arises of demand until paid in full at the Default Ratehighest rate per annum payable under any Secured Obligation. Mortgagee may, at its option, add any such indebtedness to any Secured Obligation.

Compensation, Exculpation, Indemnification. (a) Mortgagor Xxxxxxxxx agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor Xxxxxxxxx further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any New Philadelphia, Ohio action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by MortgagorXxxxxxxxx, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor Xxxxxxxxx agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of New Philadelphia, Ohio value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor Xxxxxxxxx to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Term Loan Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a fees in the maximum amounts legally permitted, or reasonable fee fees as may be charged by Mortgagee when the law provides no maximum limit, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) belowforeclosure hereunder) and any cost of evidence of title. If Mortgagee Mortgagee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure Saleforeclosure sale, Mortgagor shall pay all costs, expenses expenses, or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Salesforeclosure sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental mattersmatters (including as necessary to be consistent with ASTM Standard E1527-05 (or any successor thereto)), outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection 5.9 mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the reasonable fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or and bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against from and against, and hold it Mortgagee harmless from and against, all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it Mortgagee may suffer or incur:incur (excluding any of the foregoing damages, claims or expenses caused by Mortgagee’s gross negligence or willful misconduct): (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage;; Blaine, Minnesota (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title Prestonburg, Kentucky as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage.. Prestonburg, Kentucky (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor Grantor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee Beneficiary or Trustee may render in connection with this MortgageDeed of Trust, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor Grantor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket Beneficiary's and Trustee's costs and expenses which may be incurred in rendering any such services. Mortgagor Grantor further agrees to pay or reimburse Mortgagee Beneficiary for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee Beneficiary or Trustee in any efforts to enforce any terms of this MortgageDeed of Trust, including any rights or remedies afforded to Mortgagee Beneficiary and Trustee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this MortgageDeed of Trust, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee Beneficiary and/or Trustee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor Grantor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee Beneficiary and/or Trustee in each of such Foreclosure Sales. . In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee Trustee or Beneficiary Twin County Mall, Galax, Virginia under this Mortgage Deed of Trust or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee Trustee and Beneficiary for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee Trustee and Beneficiary with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee Trustee and Beneficiary may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this MortgageDeed of Trust, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee Trustee or Beneficiary in any litigation or proceeding affecting this MortgageDeed of Trust, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by MortgagorGrantor, with interest thereon at the Default Rate and shall be secured by this MortgageDeed of Trust. (b) Mortgagee Neither Beneficiary nor Trustee shall not be directly or indirectly liable to Mortgagor Grantor or any other person as a consequence of any of the following: (i) Mortgagee’s Beneficiary's or Trustee's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee Beneficiary and/or Trustee in this MortgageDeed of Trust; (ii) Mortgagee’s Beneficiary's failure or refusal to perform or discharge any obligation or liability of Mortgagor Grantor under any agreement related to the Property or under this MortgageDeed of Trust; or (iii) Any loss sustained by Mortgagor Grantor or any third party resulting from Mortgagee’s Beneficiary's failure to lease the Property, or from any other act or omission of Mortgagee Beneficiary in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct negligence or bad faith of MortgageeBeneficiary. Mortgagor Grantor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon MortgageeBeneficiary or Trustee. (c) Mortgagor Grantor agrees to indemnify Mortgagee Beneficiary and Trustee against and hold it them harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it they may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Beneficiary: (i) In performing any act required or permitted by this Mortgage Deed of Trust or any of the other Loan Documents or by law;; Twin County Mall, Galax, Virginia (ii) Because of any failure of Mortgagor Grantor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee Beneficiary and/or Trustee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor Grantor to indemnify Mortgagee Beneficiary and Trustee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this MortgageDeed of Trust. (d) Mortgagor Grantor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by MortgageeBeneficiary. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to shall pay a Mortgagee reasonable fee compensation for any services that Mortgagee may render in connection with rendered concerning this Mortgage, including Mortgagee’s without limitation, the providing a of any statement of the amounts owing under any Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above)Obligation. Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly be liable to Mortgagor or any other person Person as a consequence of any of the following: of: (i) Mortgagee’s the exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; ; (ii) Mortgagee’s the failure or refusal of Mortgagee to perform or discharge any obligation or liability of Mortgagor under this Mortgage or any Lease or other agreement related to the Property Subject Property; or under this Mortgage; or (iii) Any any loss sustained by Mortgagor or any third party resulting from as a result of Mortgagee’s 's failure to lease the Property, Subject Property after any Event of Default or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Subject Property after any Event of Default, Default unless the such loss is caused by the gross negligence, willful misconduct or bad faith gross negligence of Mortgagee. Mortgagor hereby expressly waives ; and releases all liability of the types described above, and agrees that no such liability shall be asserted or enforced against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Mortgagor. (cb) Mortgagor agrees to shall indemnify Mortgagee against against, and hold it Mortgagee harmless from from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost costs of evidence of title, cost costs of evidence of value, and other costs and expenses which it Mortgagee may suffer or incur: : (i) In performing by reason of this Mortgage; (ii) by reason of the performance of any act required or permitted by this Mortgage or any of the other Loan Documents hereunder or by law; ; (iiiii) Because as a result of any failure of Mortgagor to perform any of its obligations under this Mortgage Mortgagor's Obligations; or the other Loan Documents; or (iiiiv) Because by reason of any alleged obligation of or undertaking by of Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document relating related to the Property Subject Property, including without limitation, the payment of any taxes, Impositions, rents or other than the Loan Documentslease obligations, unless Liens or other obligations of Mortgagor under this loss is caused by the gross negligence, willful misconduct or bad faith of MortgageeMortgage. This agreement by Mortgagor Mortgagor's duty to indemnify Mortgagee shall survive the release and payment, discharge or cancellation of any or all of the Secured Obligations and the full release or partial release satisfaction, in whole or in part, of this Mortgage. (dc) Mortgagor shall pay all obligations to pay money indebtedness arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear together with interest thereon from the date the obligation arises of demand until paid in full at the Default Ratehighest rate per annum payable under any Secured Obligation. Mortgagee may, at its option, add any such indebtedness to any Secured Obligation.

Compensation, Exculpation, Indemnification. (a) Mortgagor Trustor agrees to pay a fees in the maximum amounts legally permitted, or reasonable fee fees as may be charged by Lender when the law provides no maximum limit, for any services that Mortgagee Lender may render in connection with this MortgageDeed of Trust, including MortgageeLender’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.6 above). Mortgagor Trustor shall also pay or reimburse all of MortgageeLender’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor Trustor further agrees to pay or reimburse Mortgagee Lender for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee Lender in any efforts to enforce any terms of this MortgageDeed of Trust or to protect the rights under this Deed of Trust or the other Loan Documents, including any rights or remedies afforded to Mortgagee Lender under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this MortgageDeed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee Lender chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor Trustor shall pay all out-of-pocket costs, expenses or other advances that may be incurred or made by Mortgagee Lender in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee Lender shall not be directly or indirectly liable to Mortgagor Trustor or any other person Person as a consequence of any of the following: (i) MortgageeLender’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee Lender in this MortgageDeed of Trust; (ii) MortgageeLender’s failure or refusal to perform or discharge any obligation or liability of Mortgagor Trustor under any agreement related to the Property or under this MortgageDeed of Trust; or (iii) Any loss sustained by Mortgagor Trustor or any third party resulting from MortgageeLender’s failure to lease the Property, or from any other act or omission of Mortgagee Lender in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or and bad faith of MortgageeLender. Mortgagor Trustor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon MortgageeLender. (c) Mortgagor Trustor agrees to indemnify Mortgagee against indemnify, defend and hold it Lender harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incurincur in any way related to or arising out of: (i) In performing any act required the operation or permitted by this Mortgage or any maintenance of the other Loan Documents or by lawProjects; (ii) Because any claims made by any third party against Lender in any manner relating to or arising out of any failure breach of Mortgagor to perform representation or warranty, Default or Event of Default under any of its obligations under this Mortgage or the other Loan Documents; or; (iii) Because of any alleged obligation of Indemnified Party’s response to a subpoena or undertaking by Mortgagee to perform involvement in discovery, litigation, or discharge similar matters that would not have occurred but for the Loan; (iv) any of the representationsand all claims for brokerage, warrantiesleasing, conditions, covenants finders or other obligations in any document similar fees which may be made relating to the Property other than Projects, the Loan, the Indebtedness or the Loan Documents, unless this loss is caused or (v) any claims made by any third party against Lender in any manner relating to or arising out of any other matter arising in connection with the Loan, any Borrower, Guarantor, any Environmental Indemnitor, any Lease, any Tenant, any Project or any Person claiming by or through any of the foregoing which may be asserted against, imposed on or incurred by an Indemnified Party in connection with the Indebtedness, the Loan, the Loan Documents, the Projects or any portion of any of the foregoing or the exercise by an Indemnified Party of rights or remedies granted to it under the Loan Documents or applicable Law. Notwithstanding the immediately preceding sentence, no Indemnified Party shall be entitled to be indemnified against the gross negligence, negligence or willful misconduct of any Indemnified Party. Upon written request by an Indemnified Party, Borrowers will undertake, at their own costs and expense, on behalf of such Indemnified Party, using counsel reasonably satisfactory to the Indemnified Party, the defense of any legal action or bad faith proceeding whether or not such Indemnified Party shall be a party and for which such Indemnified Party is entitled to be indemnified pursuant to this Section 5.7(c). At Lender’s option, Lender may, at Borrowers’ expense, prosecute or defend any action involving the priority, validity or enforceability of Mortgageeany of the Loan Documents. This agreement by Mortgagor Trustor to indemnify Mortgagee Lender shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this MortgageDeed of Trust. (d) Mortgagor Trustor shall pay perform all obligations to pay money arising under this Section 5.9 promptly 5.7 immediately upon demand by MortgageeLender. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor Grantor agrees to pay a reasonable fee for any services that Mortgagee Beneficiary may render in connection with this MortgageDeed of Trust, including MortgageeBeneficiary’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above). Mortgagor Grantor shall also pay or reimburse all of MortgageeBeneficiary’s and Trustee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor Grantor further agrees to pay or reimburse Mortgagee Beneficiary for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee Beneficiary in any efforts to enforce any terms of this MortgageDeed of Trust, including any rights or remedies afforded to Mortgagee Beneficiary and Trustee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this MortgageDeed of Trust, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee Beneficiary and/or Trustee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor Grantor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee Beneficiary and/or Trustee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee Trustee or Beneficiary for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee Trustee and Beneficiary with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee Trustee and Beneficiary may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this MortgageDeed of Trust, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee Trustee or Beneficiary in any litigation or proceeding affecting this MortgageDeed of Trust, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by MortgagorGrantor, with interest thereon at the Default Rate and shall be secured by this MortgageDeed of Trust. (b) Mortgagee Neither Beneficiary nor Trustee shall not be directly or indirectly liable to Mortgagor Grantor or any other person as a consequence of any of the following: (i) MortgageeBeneficiary’s or Trustee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee Beneficiary and/or Trustee in this MortgageDeed of Trust; (ii) MortgageeBeneficiary’s or Trustee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor Grantor under any agreement related to the Property or under this MortgageDeed of Trust; or (iii) Any loss sustained by Mortgagor Grantor or any third party resulting from MortgageeBeneficiary’s failure to lease the Property, or from any other act or omission of Mortgagee Beneficiary in managing the Property, during the continuance of an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or bad faith of MortgageeBeneficiary. Mortgagor Grantor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon MortgageeBeneficiary or Trustee. (c) Mortgagor Grantor agrees to indemnify Mortgagee Beneficiary and Trustee against and hold it them harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it they may suffer or incur: (i) In performing any act required or permitted by this Mortgage Deed of Trust or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor Guarantor to perform any of its obligations under this Mortgage Deed of Trust or the other Loan Documents; or (iii) Because of any alleged obligation of or undertaking by Mortgagee Beneficiary and/or Trustee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of MortgageeBeneficiary. This agreement by Mortgagor Grantor to indemnify Mortgagee Beneficiary and Trustee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this MortgageDeed of Trust. (d) Mortgagor Grantor shall pay all obligations to pay money arising under this Section 5.9 promptly upon demand by MortgageeBeneficiary. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Term Loan Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property Gratiot Center, Saginaw, Michigan through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur:, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: Gratiot Center, Saginaw, Michigan (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee third party fees as may be charged by Mortgagee when the law provides no maximum limit, for any services that Mortgagee may render to Mortgagor in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above)Obligations. Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket third party costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket reasonable costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all reasonable costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or and bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default RateRate (as defined in the Note).

Compensation, Exculpation, Indemnification. (a) 5.9.1 Mortgagor agrees to pay a reasonable fee for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) 5.9.2 Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documents; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Term Loan Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) 5.1.1 Mortgagor agrees to pay a fees in the maximum amounts legally permitted, or reasonable fee fees as may be charged by Mortgagee when the law provides no maximum limit, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding or a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above)release. Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) belowSection 6.3.8) and any cost of evidence of title. If Mortgagee chooses to dispose of the Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) 5.10.2 Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (ia) Mortgagee’s 's exercise of of, or failure to exercise exercise, any rights, remedies or powers granted to Mortgagee in this Mortgage; (iib) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iiic) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease or operate the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or and bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) 5.10.3 Mortgagor agrees to indemnify Mortgagee and the Lenders (collectively, the "Indemnitees") against and hold it them harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it any of them may suffer or incur: (ia) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (iib) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan DocumentsMortgagor's obligations; or (iiic) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents. Notwithstanding the foregoing, unless this no Indemnitee shall be entitled to indemnification for any loss is caused by the its own gross negligence, negligence or willful misconduct misconduct. Each obligation or bad faith liability of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee any Indemnitee under this Section 5.10.3 shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) 5.10.4 Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the NoteSecured Obligations, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (ai) Mortgagor agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs costs, expenses and expenses attorneys’ fees which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses expenses, attorneys’ fees and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses expenses, attorneys’ fees or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate applicable to Floating Rate Advances and shall be secured by this Mortgage. Further, with respect to the agreement by Mortgagor in this Mortgage or the other Loan Documents to pay Mortgagee’s attorneys’ fees and disbursements incurred in connection with the Loan, Mortgagor agrees that each Loan Document is a “contract of indebtedness” and that the attorneys’ fees and disbursements referenced are those which are a reasonable amount, all as contemplated by Ohio Revised Code Section 1301.21, as such Section may hereafter be amended. Mortgagor further agrees that the indebtedness incurred in connection with the Loans is not incurred for purposes that are primarily personal, family or household and confirms that the total amount owed on the contract of indebtedness exceeds One Hundred Thousand and No/100 Dollars ($100,000.00). (bii) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (ia) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (iib) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iiic) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of after a Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (ciii) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (ia) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (iib) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iiic) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (div) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly 5.10 immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default RateRate applicable to Floating Rate Advances.

Compensation, Exculpation, Indemnification. (a) Mortgagor Xxxxxxxxx agrees to pay a reasonable fee fees required by and pursuant to the Credit Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s 's providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.9 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket 's costs and expenses which may be incurred in rendering any Portsmouth, Ohio such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.36.4, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by MortgagorXxxxxxxxx, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s 's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s 's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s 's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee.. Portsmouth, Ohio (c) Mortgagor Xxxxxxxxx agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ ' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan Documentsobligations; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. This agreement by Mortgagor Xxxxxxxxx to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor Grantor agrees to pay a fees in the maximum amounts legally permitted, or reasonable fee fees as may be charged by Beneficiary when the law provides no maximum limit, for any services that Mortgagee Beneficiary or Trustee may render in connection with this MortgageDeed of Trust, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above). Mortgagor Grantor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket Beneficiary's and Trustee's costs and expenses which may be incurred in rendering any such services. Mortgagor Grantor further agrees to pay or reimburse Mortgagee Beneficiary and Trustee for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee Beneficiary or Trustee in any efforts to enforce any terms of this MortgageDeed of Trust, including any rights or remedies afforded to Mortgagee Beneficiary and Trustee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this MortgageDeed of Trust, including reasonable attorneys’ ' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(iSection 6.3(j) below) and any cost of evidence of title. If Mortgagee Beneficiary and/or Trustee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor Grantor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee Beneficiary and/or Trustee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust or the Noteother Loan Documents, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee Trustee and Beneficiary for reasonable attorneys’ ' costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s 's fees, inspecting engineer’s 's and/or architect’s 's fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee Trustee and Beneficiary with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ ' charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies policies, and similar data and assurances with respect to title as Mortgagee Trustee and Beneficiary may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this MortgageDeed of Trust, including the reasonable fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee Trustee or Beneficiary in any litigation or proceeding affecting this MortgageDeed of Trust, the Notes Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by MortgagorGrantor, with interest thereon at the Default Rate and shall be secured by this MortgageDeed of Trust. (b) Mortgagee Neither Beneficiary nor Trustee shall not be directly or indirectly liable to Mortgagor Grantor or any other person as a consequence of any of the following: (i) Mortgagee’s Beneficiary's or Trustee's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee Beneficiary and/or Trustee in this MortgageDeed of Trust; (ii) Mortgagee’s Beneficiary's failure or refusal to perform or discharge any obligation or liability of Mortgagor Grantor under any agreement related to the Property or under this MortgageDeed of Trust; or (iii) Any loss sustained by Mortgagor Grantor or any third party resulting from Mortgagee’s Beneficiary's failure to lease the Property, or from any other act or omission of Mortgagee Beneficiary in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or and bad faith of MortgageeBeneficiary. Mortgagor Grantor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon MortgageeBeneficiary or Trustee. (c) Mortgagor agrees to Grantor will indemnify Mortgagee against and hold it harmless Beneficiary from and against, and reimburse them on demand for, any and all lossesIndemnified Matters (hereinafter defined). For purposes of this Section 5.9, damagesthe term "Beneficiary" shall include the directors, liabilitiesofficers, claimspartners, causes employees and agents of actionBeneficiary and any persons owned or controlled by, judgmentsowning or controlling, court costsor under common control or affiliated with Beneficiary and the directors, officers, partners, employees, attorneys’ fees , agents and other legal expensesrepresentatives of Beneficiary. Without limitation, cost of evidence of title, cost of evidence of value, and other costs and expenses the foregoing indemnities shall apply to each indemnified person with respect to matters which it may suffer in whole or incur: (i) In performing any act required in part are caused by or permitted by this Mortgage or any arise out of the other Loan Documents or by law; NEGLIGENCE OF SUCH (iiAND/OR ANY OTHER) Because of any failure of Mortgagor INDEMNIFIED PERSON. However, such indemnities shall not apply to perform any of its obligations under this Mortgage or a particular indemnified person to the other Loan Documents; or (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any extent that the subject of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss indemnification is caused by or arises out of the gross negligence, negligence or willful misconduct or bad faith of Mortgageethat indemnified person as determined by a court of competent jurisdiction in a final non-appealable decision. This agreement by Mortgagor Any amount to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising be paid under this Section 5.9 promptly upon demand by Mortgagee. Each such obligation Grantor to Beneficiary shall be added toa demand obligation owing by Grantor (which Grantor hereby promises to pay) to Beneficiary pursuant to this Deed of Trust. Nothing in this paragraph, and considered to be part ofelsewhere in this Deed of Trust or in any other Loan Document shall limit or impair any rights or remedies of Beneficiary (including without limitation any rights of contribution or indemnification) against Grantor or any other person under any other provision of this Deed of Trust, the principal of the Noteany other Loan Document, and shall bear interest from the date the obligation arises at the Default Rateany other agreement or any applicable Legal Requirement.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a fees in the maximum amounts legally permitted, or reasonable fee fees as may be charged by Lender when the law provides no maximum limit, for any services that Mortgagee Lender may render in connection with this Mortgage, including MortgageeLender’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 5.6 above). Mortgagor shall also pay or reimburse all of MortgageeLender’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee Lender for all actual, reasonable, out-of-pocket costs, expenses and other advances which may be incurred or made by Mortgagee Lender in any efforts to enforce any terms of this MortgageMortgage or to protect the rights under this Mortgage or the other Loan Documents, including any rights or remedies afforded to Mortgagee Lender under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including reasonable attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee Lender chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all out-of-pocket costs, expenses or other advances that may be incurred or made by Mortgagee Lender in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee Lender shall not be directly or indirectly liable to Mortgagor or any other person Person as a consequence of any of the following: (i) MortgageeLender’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee Lender in this Mortgage; (ii) MortgageeLender’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from MortgageeLender’s failure to lease the Property, or from any other act or omission of Mortgagee Lender in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or and bad faith of MortgageeLender. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon MortgageeLender. (c) Mortgagor agrees to indemnify Mortgagee against indemnify, defend and hold it Lender harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incurincur in any way related to or arising out of: (i) In performing any act required the operation or permitted by this Mortgage or any maintenance of the other Loan Documents or by lawProjects; (ii) Because any claims made by any third party against Lender in any manner relating to or arising out of any failure breach of Mortgagor to perform representation or warranty, Default or Event of Default under any of its obligations under this Mortgage or the other Loan Documents; or; (iii) Because of any alleged obligation of Indemnified Party’s response to a subpoena or undertaking by Mortgagee to perform involvement in discovery, litigation, or discharge similar matters that would not have occurred but for the Loan; (iv) any of the representationsand all claims for brokerage, warrantiesleasing, conditions, covenants finders or other obligations in any document similar fees which may be made relating to the Property other than Projects, the Loan, the Indebtedness or the Loan Documents, unless this loss is caused or (v) any claims made by any third party against Lender in any manner relating to or arising out of any other matter arising in connection with the Loan, any Borrower, Guarantor, any Environmental Indemnitor, any Lease, any Tenant, any Project or any Person claiming by or through any of the foregoing which may be asserted against, imposed on or incurred by an Indemnified Party in connection with the Indebtedness, the Loan, the Loan Documents, the Projects or any portion of any of the foregoing or the exercise by an Indemnified Party of rights or remedies granted to it under the Loan Documents or applicable Law. Notwithstanding the immediately preceding sentence, no Indemnified Party shall be entitled to be indemnified against the gross negligence, negligence or willful misconduct of any Indemnified Party. Upon written request by an Indemnified Party, Borrowers will undertake, at their own costs and expense, on behalf of such Indemnified Party, using counsel reasonably satisfactory to the Indemnified Party, the defense of any legal action or bad faith proceeding whether or not such Indemnified Party shall be a party and for which such Indemnified Party is entitled to be indemnified pursuant to this Section 5.7(c). At Lender’s option, Lender may, at Mortgagor’s expense, prosecute or defend any action involving the priority, validity or enforceability of Mortgageeany of the Loan Documents. This agreement by Mortgagor to indemnify Mortgagee Lender shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay perform all obligations to pay money arising under this Section 5.9 promptly 5.7 immediately upon demand by MortgageeLender. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

Compensation, Exculpation, Indemnification. (a) Mortgagor agrees to pay a fees in the maximum amounts legally permitted, or reasonable fee fees as may be charged by Mortgagee when the law provides no maximum limit, for any reasonable services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations (but specifically excluding a fee, but not reimbursement for costs or expenses, for providing the release pursuant to Section 5.8 above). Mortgagor shall also pay or reimburse all of Mortgagee’s reasonable out-of-pocket costs and expenses which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all actual, reasonable, out-of-pocket reasonable costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including reasonable attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Mortgagee Mortgagee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all reasonable costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of after an Event of Default, unless the loss is caused by the gross negligence, negligence or willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all lossesEXCEPT AS CAUSED BY THE GROSS NEGLIGENCE AND OR WILLFUL MISCONDUCT OF MORTGAGEE (IT BEING THE INTENT OF THE PARTIES THAT THIS INDEMNIFICATION SHALL COVER THE NEGLIGENCE OF SUCH PARTIES), damagesMORTGAGOR AGREES TO INDEMNIFY MORTGAGEE AGAINST AND HOLD THEM HARMLESS FROM ALL LOSSES, liabilitiesDAMAGES, claimsLIABILITIES, causes of actionCLAIMS, judgmentsCAUSES OF ACTION, court costsJUDGMENTS, attorneysCOURT COSTS, ATTORNEYS’ fees and other legal expensesFEES AND OTHER LEGAL EXPENSES, cost of evidence of titleCOST OF EVIDENCE OF TITLE, cost of evidence of valueCOST OF EVIDENCE OF VALUE, and other costs and expenses which it may suffer or incurAND OTHER COSTS AND EXPENSES WHICH THEY MAY SUFFER OR INCUR: (i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by lawIN PERFORMING ANY ACT REQUIRED OR PERMITTED BY THIS MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS OR BY LAW; (ii) Because of any failure of Mortgagor to perform any of its obligations under this Mortgage or the other Loan DocumentsBECAUSE OF ANY FAILURE OF MORTGAGOR TO PERFORM ANY OF ITS OBLIGATIONS; orOR (iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representationsBECAUSE OF ANY ALLEGED OBLIGATION OF OR UNDERTAKING BY MORTGAGEE TO PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, warrantiesWARRANTIES, conditionsCONDITIONS, covenants or other obligations in any document relating to the Property other than the Loan Documents, unless this loss is caused by the gross negligence, willful misconduct or bad faith of MortgageeCOVENANTS OR OTHER OBLIGATIONS IN ANY DOCUMENT RELATING TO THE PROPERTY OTHER THAN THE LOAN DOCUMENTS. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Mortgagor shall pay all obligations to pay money arising under this Section 5.9 promptly immediately upon demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.