Common use of Compensation, Exculpation, Indemnification Clause in Contracts

Compensation, Exculpation, Indemnification. (a) Trustor shall pay Trustee's fees and reimburse Trustee and Beneficiary for expenses in the administration of this trust, including attorneys' fees. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default or from any other act or omission of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies Trustee and Beneficiary against, and holds Trustee and Beneficiary harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan Documents; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of Trust. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) 5.11.1 Trustor agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary when the law provides no maximum limit, for any services that Beneficiary may render in connection with this Mortgage, including Beneficiary’s providing a statement of the Secured Obligations or Beneficiary’s rendering of services in connection with a release or termination of this Mortgage. Trustor shall also pay or reimburse all of Beneficiary’s costs and expenses which may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary in any efforts to enforce any terms of this Mortgage to the extent provided in Section 9.7 of the Credit Agreement. If Beneficiary chooses to dispose of the Property through more than one Foreclosure Sale, Trustor shall pay Trustee's fees and reimburse Trustee and all costs, expenses or other advances that may be incurred or made by Beneficiary for expenses in the administration each of this trust, including attorneys' fees. such Foreclosure Sales. 5.11.2 Beneficiary shall not be directly or indirectly be liable to Trustor or any other person as a consequence of (i) the exercise any of the following: (a) Beneficiary’s exercise of, or failure to exercise, any rights, remedies or powers granted to Beneficiary in this Deed of Trust Mortgage; (unless the loss is caused by the gross negligence or willful misconduct of b) Beneficiary); (ii) the ’s failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of TrustMortgage; or or (iiic) any Any loss sustained by Trustor or any third party resulting from Beneficiary's ’s failure to lease or operate the Subject Property after a Default Property, or from any other act or omission of Beneficiary in managing the Subject Property Property, after a Default (an Event of Default, unless the loss is caused by the gross negligence or willful misconduct of Beneficiary. Trustor hereby expressly waives and releases all liability (other than liability for loss caused by the gross negligence or willful misconduct of Beneficiary) of the types described above, and agrees that no such liability shall be asserted against or imposed upon Beneficiary. 5.11.3 Trustor agrees to, and all such liability is hereby expressly waived does hereby, indemnify Beneficiary and released by Trustor. the Lenders and their respective agents, employees, officers, directors, consultants, shareholders, attorneys and Keepers (bcollectively, the “Indemnitees”) Trustor indemnifies Trustee and Beneficiary against, and holds Trustee and Beneficiary harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason to the extent provided in Section 9.7 of the execution of this trust or in performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan Documents; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of TrustCredit Agreement. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay Trustee's fees and reimburse Trustee and Beneficiary for expenses in the administration of this trust, including attorneys' fees. Beneficiary Mortgagee shall not directly or indirectly be liable to Trustor Mortgagor or any other person as a consequence of (i) the proper exercise of the rights, remedies or powers granted ny-1260332 to Beneficiary Mortgagee in this Deed Mortgage; (ii) the failure or refusal of Trust Mortgagee 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 after an Event of Default or from any other act or omission of Mortgagee in managing the Property after an Event of Default unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default or from any other act or omission of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) Mortgagee and no such liability shall be asserted against or imposed upon BeneficiaryMortgagee, and all such liability is hereby expressly waived and released by TrustorMortgagor. (b) Trustor Mortgagor indemnifies Trustee Mortgagee (and Beneficiary its successors, assigns and participants) against, and holds Trustee Mortgagee (and Beneficiary its successors, assigns and participants) harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of TrustMortgage; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or required by law; (iii) as a result of any failure of Trustor Mortgagor to perform TrustorMortgagor's obligations hereunder or under any other Loan Documentsobligations; or (iv) by reason of any alleged obligation or undertaking on BeneficiaryMortgagee's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations of Mortgagor contained in any other document related to the Subject Property; or (v) as a result of any proceeding instituted by any claimant alleging a violation of the Lien Law. The above obligation of Trustor Mortgagor to indemnify and hold harmless Trustee Mortgagee (and Beneficiary its successors, assigns and participants) shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of TrustMortgage. (c) Trustor Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon after demand by Trustee Mortgagee (or Beneficiary its successors, assigns or participants) together with interest thereon from the date the indebtedness arises of such demand at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay Trustee's fees and reimburse Trustee and Beneficiary for expenses in the administration of this trust, including attorneys' fees. Beneficiary Mortgagee shall not directly or indirectly be liable to Trustor Mortgagor or any other person as a consequence of (i) the proper exercise of the rights, remedies or powers granted to Beneficiary Mortgagee in this Deed Mortgage; (ii) the failure or refusal of Trust Mortgagee 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 after an Event of Default or from any other act or omission of Mortgagee in managing the Property after an Event of Default unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default or from any other act or omission of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) Mortgagee and no such liability shall be asserted against or imposed upon BeneficiaryMortgagee, and all such liability is hereby expressly waived and released by TrustorMortgagor. (b) Trustor Mortgagor indemnifies Trustee Mortgagee (and Beneficiary its successors, assigns and participants) against, and holds Trustee Mortgagee (and Beneficiary its successors, assigns and participants) harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of TrustMortgage; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or required by law; (iii) as a result of any failure of Trustor Mortgagor to perform TrustorMortgagor's obligations hereunder or under any other Loan Documentsobligations; or (iv) by reason of any alleged obligation or undertaking on BeneficiaryMortgagee's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations of Mortgagor contained in any other document related to the Subject Property; or (v) as a result of any proceeding instituted by any claimant alleging a violation of the Lien Law. The above obligation of Trustor Mortgagor to indemnify and hold harmless Trustee Mortgagee (and Beneficiary its successors, assigns and participants) shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of TrustMortgage. (c) Trustor Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon after demand by Trustee Mortgagee (or Beneficiary its successors, assigns or participants) together with interest thereon from the date the indebtedness arises of such demand at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit, for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary’s providing a statement of the Secured Obligations or Trustee’s rendering of services in connection with a release or reconveyance (full or partial). Trustor shall also pay or reimburse all of Beneficiary’s and Trustee’s costs and expenses which may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses, and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including the exercise of any rights or remedies afforded to Beneficiary or Trustee or both of them under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs (which shall include reimbursement for the allocated costs of in-house counsel used by Beneficiary and/or Trustee), costs of any Foreclosure Sale as described in Section 6.3(i) below, and any cost of evidence of title. If Beneficiary chooses to dispose of Property through more than one Foreclosure Sale, Trustor shall pay Trustee's fees and reimburse all costs, expenses, or other advances that may be incurred or made by Trustee and or Beneficiary for expenses in the administration each of this trust, including attorneys' fees. such Foreclosure Sales. (b) Beneficiary shall not be directly or indirectly be liable to Trustor or any other person as a consequence of any of the following: (i) the Beneficiary’s exercise of the or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; or (ii) the Beneficiary’s failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or or (iii) Any waste committed by lessees of the Property or any other parties, or any dangerous or defective condition of the Property; or (iv) Any loss sustained by Trustor or any third party resulting from Beneficiary's ’s failure to lease the Subject Property after a Default Property, or from any other act or omission of Beneficiary in operating or managing the Subject Property Property, after a Default (an Event of Default, unless the loss is caused solely by the gross negligence or willful misconduct of Beneficiary) . 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 Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (bc) Trustor indemnifies agrees to indemnify, defend, and hold Trustee and Beneficiary harmless, for, from, and against, and holds Trustee and Beneficiary harmless fromreimburse them for, all losses, damages, liabilities, claims, causes of action, judgments, penalties, court costs, reasonable attorneys' ’ fees and other legal expensesexpenses and expenses of professional consultants and experts, cost of evidence of title, cost of evidence of value, and other expenses costs and expenses, including the settlement of any such matter, excepting those arising out of, or resulting, solely from Beneficiary’s or Trustee’s, as the case may be, gross negligence or willful misconduct, which either may suffer or incur: : (i) by reason of this Deed of Trust; (ii) by reason of In the execution of this trust or in performance of any act required or permitted hereunder by this Deed of Trust or any of the other Loan Documents or by law; or (iiiii) as a result Because of any failure of Trustor to perform any of Trustor's obligations hereunder or under any other Loan Documents’s obligations; or or (iviii) by reason Because of any alleged obligation of or undertaking on Beneficiary's part by Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants covenants, or other obligations contained in any other document related relating to the Subject PropertyProperty other than the Loan Documents. The above obligation of This agreement by Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive payoff, termination, or the release and cancellation of any or all of the Secured Obligations Obligations, and the release and reconveyance full or partial release and and/or reconveyance of this Deed of Trust. (cd) Trustor shall pay all amounts and indebtedness obligations to pay money arising under this Section 5.10 immediately upon written demand by Trustee or Beneficiary together with Beneficiary. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest thereon from the date the indebtedness obligation arises at the Default Rate (as such term is defined in the Note), or if no Default Rate is specified, at the rate provided in any instrument or agreement evidencing the Secured Obligations. If more than one rate of interest then is applicable to the principal balance of Secured Obligations, the Note as specified thereinhighest rate shall be used for purposes hereof.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay Trustee's ’s fees and reimburse Trustee and Beneficiary for expenses in the administration of this trust, including attorneys' ’ fees. Trustor shall pay to Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including, without limitation, any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or Collateral or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's ’s failure (whether by malfeasance, nonfeasance or refusal to act) to lease the Subject Property after a Default (hereinafter defined) or from any other act or omission (regardless of whether same constitutes negligence) of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) Beneficiary and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies Trustee and Beneficiary againstTRUSTOR AGREES TO DEFEND, and holds Trustee and Beneficiary harmless fromINDEMNIFY AND HOLD HARMLESS TRUSTEE AND INDEMNITEES (AS HEREINAFTER DEFINED) FOR, all lossesFROM AND AGAINST ALL LOSSES, damagesDAMAGES, liabilitiesLIABILITIES, claimsCLAIMS, causes of actionACTIONS, judgmentsJUDGMENTS, court costsCOURT COSTS, reasonable attorneys' fees and other legal expensesAND LEGAL EXPENSES OR OTHER EXPENSES (INCLUDING WITHOUT LIMITATION, cost of evidence of titleATTORNEYS’ FEES AND EXPENSES), cost of evidence of valueCOST OF EVIDENCE OF TITLE, and other expenses which either may suffer or incurCOST OF EVIDENCE OF VALUE, AND OTHER EXPENSES WHICH ANY INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (i) by reason of this Deed of TrustBY REASON OF THIS DEED OF TRUST; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or by lawBY REASON OF THE EXECUTION OF THIS DEED OF TRUST OR IN PERFORMANCE OF ANY ACT REQUIRED OR PERMITTED HEREUNDER OR BY LAW; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan DocumentsAS A RESULT OF ANY FAILURE OF TRUSTOR TO PERFORM TRUSTOR’S OBLIGATIONS; or OR (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representationsBY REASON OF ANY ALLEGED OBLIGATION OR UNDERTAKING ON ANY INDEMNITEE’S PART TO PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, warrantiesWARRANTIES, conditionsCONDITIONS, covenants or other obligations contained in any other document related to the Subject PropertyCOVENANTS OR OTHER OBLIGATIONS CONTAINED IN ANY OTHER DOCUMENT RELATED TO THE PROPERTY. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of TrustTHE ABOVE OBLIGATION OF TRUSTOR TO INDEMNIFY AND HOLD HARMLESS TRUSTEE AND INDEMNITEES SHALL SURVIVE THE CANCELLATION OF THE SECURED OBLIGATIONS AND THE RECONVEYANCE, RELEASE OR SATISFACTION OR PARTIAL RECONVEYANCE, RELEASE OR SATISFACTION OF THIS DEED OF TRUST. FOR THE PURPOSES HEREOF, “INDEMNITEES” SHALL MEAN BENEFICIARY, BENEFICIARY’S PARENTS, SUBSIDIARIES AND AFFILIATES, ANY HOLDER OF OR PARTICIPANT IN THE LOAN, AND EACH OF THEIR RESPECTIVE DIRECTORS OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay Trustee's fees and reimburse Trustee and Beneficiary for expenses in the administration of this trust, including attorneys' fees. Beneficiary Mortgagee shall not directly or indirectly be liable to Trustor Mortgagor or any other person as a consequence of (i) the proper exercise of the rights, remedies or powers granted to Beneficiary Mortgagee in this Deed Mortgage; (ii) the failure or refusal of Trust Mortgagee 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 after an Event of Default or from any other act or omission of Mortgagee in managing the Property after an Event of Default unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default or from any other act or omission of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) Mortgagee and no such liability shall be asserted against or imposed upon BeneficiaryMortgagee, and all such liability is hereby expressly waived and released by TrustorMortgagor. (b) Trustor Mortgagor indemnifies Trustee Mortgagee (and Beneficiary its successors, assigns and participants) against, and holds Trustee Mortgagee (and Beneficiary its successors, assigns and participants) harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of TrustMortgage; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or required by law; (iii) as a result of any failure of Trustor Mortgagor to perform TrustorMortgagor's obligations hereunder or under any other Loan Documentsobligations; or (iv) by reason of any alleged obligation or undertaking on BeneficiaryMortgagee's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations of Mortgagor contained in any other document related to the Subject Property; or (v) as a result of any proceeding instituted by any claimant alleging a violation of the Lien Law. The above obligation of Trustor Mortgagor to indemnify and hold harmless Trustee Mortgagee (and Beneficiary its successors, assigns and participants) shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of Trust.Mortgage. ny-1258362 (c) Trustor Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon after demand by Trustee Mortgagee (or Beneficiary its successors, assigns or participants) together with interest thereon from the date the indebtedness arises of such demand at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay all Trustee's fees and reimburse Trustee and Beneficiary for all expenses in the administration of this trust, including reasonable attorneys' fees. Trustor shall pay Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limitation, the providing of any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of of: (i) the exercise of the any rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under this Deed of Trust or any Lease or other agreement related to the Subject Property or under this Deed of TrustProperty; or (iii) any loss sustained by Trustor or any third party resulting from as a result of Beneficiary's failure to lease the Subject Property after a any Event of Default or from any other act or omission of Beneficiary in managing the Subject Property after a any Event of Default (unless the such loss is caused by the willful misconduct or gross negligence or willful misconduct of Beneficiary) ; and no such liability shall be asserted or enforced against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies shall indemnify Trustee and Beneficiary against, and holds Trustee and Beneficiary hold them harmless from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost costs of evidence of title, cost costs of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in the performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan DocumentsObligations; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part of Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation , including without limitation, the payment of any taxes, Impositions, rents or other lease obligations, Liens or other obligations of Trustor under this Deed of Trust. Trustor's duty to indemnify and hold harmless Trustee and Beneficiary shall survive the release and payment, discharge or cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance reconveyance, in whole or in part, of this Deed of Trust. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary Beneficiary, together with interest thereon from the date the such indebtedness arises at the highest rate of interest then applicable per annum payable under any Secured Obligation. Beneficiary may, at its option, add any such indebtedness to the principal balance of the Note as specified thereinany Secured Obligation.

Compensation, Exculpation, Indemnification. (a) Trustor Grantor shall pay all Trustee's fees and reimburse Trustee and Beneficiary for all expenses in the administration of this trust, including reasonable attorneys' fees. Grantor shall pay Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limitation, the providing of any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor Grantor or any other person as a consequence of of: (i) the exercise of the any rights, remedies or powers granted to Beneficiary DEED OF TRUST With Assignment of Rents (02/98), Page 8 in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor Grantor under this Deed of Trust or any Lease or other agreement related to the Subject Property or under this Deed of TrustProperty; or (iii) any loss sustained by Trustor Grantor or any third party resulting from as a result of Beneficiary's failure to lease the Subject Property after a any Default or from any other act or omission of Beneficiary in managing the Subject Property after a any Default (unless the such loss is caused by the willful misconduct or gross negligence or willful misconduct of Beneficiary) ; and no such liability shall be asserted or enforced against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by TrustorGrantor. (b) Trustor indemnifies Grantor shall indemnify Trustee and Beneficiary against, and holds Trustee and Beneficiary hold them harmless from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost costs of evidence of title, cost costs of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in the performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor Grantor to perform TrustorGrantor's obligations hereunder or under any other Loan Documentsobligations; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part of Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants covenants, or other obligations contained in any other document related to the Subject Property, including without limitation, the payment of any taxes, assessments, rents or other lease obligations, liens, encumbrances or other obligations of Grantor under this Deed of Trust. The above obligation of Trustor Gxxxxxx's duty to indemnify and hold harmless Trustee and Beneficiary shall survive the release and payment, discharge or cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance reconveyance, in whole or in part, of this Deed of Trust. (c) Trustor Grantor shall pay all amounts and indebtedness arising under this Section 5.10 4.12 immediately upon demand by Trustee or Beneficiary Beneficiary, together with interest thereon from the date the indebtedness arises of demand until paid in full at the highest rate of interest then applicable per annum payable under any Secured Obligation. Beneficiary may, at its option, add any such indebtedness to the principal balance of the Note as specified thereinany Secured Obligation.

Compensation, Exculpation, Indemnification. (a) Trustor shall agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit, for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary's providing a statement of the Secured Obligations or Trustee's fees rendering of services in connection with a reconveyance. Trustor must also pay or reimburse all of Beneficiary's and Trustee's costs and expenses which may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Trustee and Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in the administration any efforts to enforce any terms of this trustDeed of Trust, including any rights or remedies afforded to Beneficiary or Trustee or both of them under Section 7.2, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including attorneys' feesfees and other legal costs, costs of any Foreclosure Sale (as defined in Section 7.2(h)) and any cost of evidence of title. If Beneficiary shall chooses to dispose of Property through more than one Foreclosure Sale, Trustor must pay all costs, expenses or other advances that may be incurred or made by Trustee or Beneficiary in each of those Foreclosure Sales. (b) Beneficiary is not directly or indirectly be liable to Trustor or any other person as a consequence of any of the following: (i) the Beneficiary's exercise of the or failure to exercise any rights, remedies or powers granted to Beneficiary it in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); Trust; (ii) the Beneficiary's failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default Property, or from any other act or omission of Beneficiary in managing the Subject Property Property, after a Default (an Event of Default, unless the loss is caused by the gross negligence or willful misconduct and bad faith of Beneficiary) . 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 Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (bc) Trustor indemnifies agrees to indemnify Trustee and Beneficiary against, against and holds Trustee and Beneficiary hold them harmless from, from all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which either may suffer or incur: : (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in performance of performing any act required or permitted hereunder by this Deed of Trust or any of the other Loan Documents or by law; ; (iiiii) as a result because of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan Documentsof the Secured Obligations; or or (iviii) by reason because of any alleged obligation of or undertaking on Beneficiary's part by Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related relating to the Subject PropertyProperty other than the Loan Documents. The above obligation of This agreement by Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive survives the release and cancellation of any or all of the Secured Obligations and the release and reconveyance full or partial release and and/or reconveyance of this Deed of Trust. (cd) Trustor shall must pay all amounts and indebtedness obligations to pay money arising under this Section 5.10 5.9 immediately upon demand by Trustee or Beneficiary together with Beneficiary. Each such obligation must be added to, and considered to be part of, the principal of the Note, and bears interest thereon from the date the indebtedness obligation arises at the rate of interest then applicable being applied to the principal balance of the Note as specified thereinNote.

Compensation, Exculpation, Indemnification. (a) Trustor a. Mortgagor shall pay Trustee's fees and reimburse Trustee and Beneficiary to Mortgagee reasonable compensation for expenses in the administration of services rendered concerning this trustMortgage, including attorneys' feeswithout limit any statement of amounts owing under any Secured Obligation. Beneficiary Mortgagee shall not directly or indirectly be liable to Trustor Mortgagor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary Mortgagee in this Deed Mortgage; (ii) the failure or refusal of Trust 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 (iii) 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 Subject Property after a Default (hereinafter defined) or from any other act or Loan No. 1002835 omission (regardless of whether same constitutes negligence) of Mortgagee in managing the Subject Property after a Default unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default or from any other act or omission of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) Mortgagee and no such liability shall be asserted against or imposed upon BeneficiaryMortgagee, and all such liability is hereby expressly waived and released by TrustorMortgagor. (b) Trustor b. Mortgagor indemnifies Trustee and Beneficiary Mortgagee against, and holds Trustee and Beneficiary Mortgagee harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either it may suffer or incur: (i) by reason of this Deed of TrustMortgage; (ii) by reason of the execution of this trust Mortgage or in performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor Mortgagor to perform TrustorMortgagor's obligations hereunder or under any other Loan Documentsobligations; or (iv) by reason of any alleged obligation or undertaking on BeneficiaryMortgagee's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation of Trustor Mortgagor to indemnify and hold harmless Trustee and Beneficiary Mortgagee shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of TrustMortgage. (c) Trustor c. Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary Mortgagee together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay Trustee's fees and reimburse Trustee and to Beneficiary reasonable compensation for expenses in services permitted by the administration terms hereof to be rendered by Beneficiary or its agents which relate to this Deed of this trust, including attorneys' feesTrust. Beneficiary shall not not, directly or indirectly indirectly, be liable to Trustor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in under this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); Trust, (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Trust Property or under this Deed of Trust; , or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Trust Property after a an Event of Default or from any other act or omission of Beneficiary in managing the Subject Trust Property after a an Event of Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies Trustee and shall indemnify Beneficiary against, and holds Trustee and Beneficiary shall hold it harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either Beneficiary may suffer or incur: incur (i) by reason of this Deed of Trust; Trust or any of the other Loan Documents, (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder hereunder, under any of the other Loan Documents or by law; , (iii) as a result of any failure of Trustor to perform any of Trustor's obligations hereunder or under any other Loan Documents; or obligations, (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations, warranties, -134- 142 conditions, covenants covenants, or other obligations contained in any other document related to the Subject Property. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation any of the Secured Obligations and Trust Property, (v) as the release and reconveyance or partial release and reconveyance of this Deed of Trust. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance result of the Note presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Materials of Environmental Concern or Asbestos on, from, or affecting the Trust Property, (vi) as specified thereinthe result of any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Materials of Environmental Concern or Asbestos, (vii) as the result of any lawsuit brought or threatened, settlement reached, or government order relating to such Materials of Environmental Concern or Asbestos, (viii) as the result of any violation of the Environmental Laws, which are based upon or in any way related to such Materials of Environmental Concern or Asbestos including, without limitation, the costs and expenses of any Remedial Work, reasonable attorney and consultant fees and disbursements, investigation and laboratory fees, court costs, and litigation expenses, or (ix) as the result of any failure of the Trust Property to comply with any handicap accessibility laws.

Compensation, Exculpation, Indemnification. (a) Trustor Grantor shall pay Trustee's fees and reimburse Trustee and Beneficiary for expenses in the administration of this trust, including attorneys' fees. Beneficiary shall not directly or indirectly be liable to Trustor Grantor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary); (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor Grantor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor Grantor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default or from any other act or omission of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by TrustorGrantor. (b) Trustor Grantor indemnifies Trustee and Beneficiary against, and holds Trustee and Beneficiary harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or by law; (iii) as a result of any failure 15 of Trustor Grantor to perform TrustorGrantor's obligations hereunder or under any other Loan Documents; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation of Trustor Grantor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of Trust. (c) Trustor Grantor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor Borrower shall pay all Trustee's ’s fees and reimburse Trustee and Beneficiary for all expenses in the administration of this trust, including attorneys' ’ fees. Borrower shall pay Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limitation, the providing of any statement of amounts owing under any Security Obligation. Beneficiary shall not directly or indirectly be liable to Trustor Borrower or any other person Person as a consequence of of: (i) the exercise of the any rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor Borrower under this Deed of Trust or any Lease or other agreement related to the Subject Property or under this Deed of Trustthe Collateral; or (iii) any loss sustained by Trustor Borrower or any third party resulting from as a result of Beneficiary's ’s failure to lease the Subject Property after a any Default or Event of Default or from any other act or omission of Beneficiary in managing the Subject Property after a any Default (or Event of Default unless the such loss is caused by the willful misconduct or gross negligence or willful misconduct of Beneficiary) ; and no such liability shall be asserted asserted, imposed or enforced against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by TrustorBorrower. (b) Trustor indemnifies Borrower shall indemnify Trustee and Beneficiary against, and holds Trustee and Beneficiary hold them harmless from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' ’ fees and other legal expenses, cost costs of evidence of title, cost costs of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in the performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor Borrower to perform Trustor's obligations hereunder or under any other Loan DocumentsBorrower’s obligations; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part of Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property, including without limitation, the payment of any taxes, assessments, rents or other lease obligations, liens, encumbrances or other obligations of Borrower under this Deed of Trust. The above obligation of Trustor Borrower’s duty to indemnify and hold harmless Trustee and Beneficiary shall survive the release and payment, discharge or cancellation of the Secured Security Obligations and the release and reconveyance or partial release and reconveyance reconveyance, in whole or in part, of this Deed of Trust. (c) Trustor Borrower shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary Beneficiary, together with interest thereon from the date the such indebtedness arises at the highest rate of interest then applicable per annum payable under any Security Obligation. Beneficiary may, at its option, add any such indebtedness to the principal balance of the Note as specified thereinany Security Obligation.

Compensation, Exculpation, Indemnification. (a) 5.11.1 Trustor agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit, for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary’s providing a statement of the Secured Obligations or Trustee’s rendering of services in connection with a reconveyance. Trustor shall also pay or reimburse all of Beneficiary’s and Trustee’s reasonable costs and expenses which may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, to the extent provided in Section 9.7 of the Credit Agreement. If Beneficiary chooses to dispose of the Property through more than one Foreclosure Sale, Trustor shall pay Trustee's fees and reimburse all costs, expenses or other advances that may be incurred or made by Trustee and or Beneficiary for expenses in the administration each of this trust, including attorneys' fees. such Foreclosure Sales. 5.11.2 Beneficiary shall not be directly or indirectly be liable to Trustor or any other person as a consequence of (i) the exercise any of the following: (a) Beneficiary’s exercise of, or failure to exercise, any rights, remedies or powers granted to Beneficiary in this Deed of Trust Trust; (unless the loss is caused by the gross negligence or willful misconduct of b) Beneficiary); (ii) the ’s failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or or (iiic) any Any loss sustained by Trustor or any third party resulting from Beneficiary's ’s failure to lease or operate the Subject Property after a Default Property, or from any other act or omission of Beneficiary in managing the Subject Property Property, after a Default (an Event of Default, unless the loss is caused by the gross negligence or willful misconduct of Beneficiary. Trustor hereby expressly waives and releases all liability (other than liability for loss caused by the gross negligence or willful misconduct of Beneficiary) of the types described above, and agrees that no such liability shall be asserted against or imposed upon Beneficiary. Trustor agrees to indemnify Trustee, Beneficiary and all such liability is hereby expressly waived and released by Trustorthe Lenders (collectively, the “Indemnitees”) to the extent provided for in Section 9.7 of the Credit Agreement. (b) Trustor indemnifies Trustee and Beneficiary against, and holds Trustee and Beneficiary harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan Documents; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of Trust. (c) 5.11.3 Trustor shall pay all amounts and indebtedness obligations to pay money arising under this Section 5.10 5.11 immediately upon demand by Trustee or Beneficiary together with Beneficiary. Each such obligation shall be added to, and considered to be part of, the principal of the Notes in favor of Beneficiary, and shall bear interest thereon from the date of the indebtedness obligation arises at 2.0% above the rate of interest then applicable to the principal balance of the Note as specified thereinBase Rate.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay Trustee's fees and reimburse Trustee and Beneficiary for reasonable out-of-pocket expenses in the administration of this trust, including reasonable out-of-pocket attorneys' fees. Trustor shall pay to Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limit any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or Collateral or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure (except by Beneficiary's gross negligence or willful misconduct) to lease the Subject Property after a Default (hereinafter defined) or from any other act or omission (except for Beneficiary's gross negligence or willful misconduct) of Beneficiary in managing the Subject Property after a Default (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary) Beneficiary and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies Trustee and Beneficiary againstSUBJECT TO THE PROVISIONS OF SECTION 2.10 OF THE LOAN AGREEMENT, and holds Trustee and Beneficiary harmless fromTRUSTOR INDEMNIFIES TRUSTEE AND BENEFICIARY AGAINST, all lossesAND HOLDS TRUSTEE AND BENEFICIARY HARMLESS FROM, damagesALL LOSSES, liabilitiesDAMAGES, claimsLIABILITIES, causes of actionCLAIMS, judgmentsCAUSES OF ACTION, court costsJUDGMENTS, reasonable 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 expenses which either may suffer or incurAND OTHER EXPENSES WHICH EITHER MAY SUFFER OR INCUR: (i) by reason of this Deed of TrustBY REASON OF THIS DEED OF TRUST; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or by lawBY REASON OF THE EXECUTION OF THIS TRUST OR IN PERFORMANCE OF ANY ACT REQUIRED OR PERMITTED HEREUNDER OR BY LAW; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan DocumentsAS A RESULT OF ANY FAILURE OF TRUSTOR TO PERFORM TRUSTOR'S OBLIGATIONS; or OR (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representationsBY REASON OF ANY ALLEGED OBLIGATION OR UNDERTAKING ON BENEFICIARY'S PART TO PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, warrantiesWARRANTIES, conditionsCONDITIONS, covenants or other obligations contained in any other document related to the Subject Property. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of TrustCOVENANTS OR OTHER OBLIGATIONS CONTAINED IN ANY OTHER DOCUMENT RELATED TO THE SUBJECT PROPERTY. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay all Trustee's ’s fees and reimburse Trustee and Beneficiary for all expenses in the administration of this trust, including reasonable attorneys' ’ fees. Trustor shall pay Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limitation, the providing of any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of of: (i) the exercise of the any rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under this Deed of Trust or any Lease or other agreement related to the Subject Property or under this Deed of TrustProperty; or (iii) any loss sustained by Trustor or any third party resulting from as a result of Beneficiary's ’s failure to lease the Subject Property after a any Default or from any other act or omission of Beneficiary in managing the Subject Property after a any Default (unless the such loss is caused by the willful misconduct or gross negligence or willful misconduct of Beneficiary) ; and no such liability shall be asserted or enforced against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies shall indemnify Trustee and Beneficiary against, and holds Trustee and Beneficiary hold them harmless from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' ’ fees and other legal expenses, cost costs of evidence of title, cost costs of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in the performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan Documents’s obligations; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part of Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation , including without limitation, the payment of any taxes, assessments, rents or other lease obligations, liens, encumbrances or other obligations of Trustor under this Deed of Trust. Trustor’s duty to indemnify and hold harmless Trustee and Beneficiary shall survive the release and payment, discharge or cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance reconveyance, in whole or in part, of this Deed of Trust. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary Beneficiary, together with interest thereon from the date the such indebtedness arises at the highest rate of interest then applicable per annum payable under any Secured Obligation. Beneficiary may, at its option, add any such indebtedness to the principal balance of the Note as specified thereinany Secured Obligation.

Compensation, Exculpation, Indemnification. (a) Trustor shall pay all Trustee's fees and reimburse Trustee and Beneficiary for all expenses in the administration of this trust, including reasonable attorneys' fees. Trustor shall pay Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limitation, the providing of any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of of: (i) the exercise of the any rights, remedies or powers granted to Beneficiary in this Deed of Trust (unless the loss is caused by the gross negligence or willful misconduct of Beneficiary)Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under this Deed of Trust or any Lease or other agreement related to the Subject Property or under this Deed of TrustProperty; or (iii) any loss sustained by Trustor or any third party resulting from as a result of Beneficiary's failure to lease the Subject Property after a any Default or from any other act or omission of Beneficiary in managing the Subject Property after a any Default (unless the such loss is caused by the willful misconduct or gross negligence or willful misconduct of Beneficiary) ; and no such liability shall be asserted or enforced against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies shall indemnify Trustee and Beneficiary against, and holds Trustee and Beneficiary hold them harmless from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys' fees and other legal expenses, cost costs of evidence of title, cost costs of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in the performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor to perform Trustor's obligations hereunder or under any other Loan Documentsobligations; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part of Beneficiary to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Subject Property. The above obligation , including without limitation, the payment of any taxes, assessments, rents or other lease obligations, liens, encumbrances or other obligations of Trustor under this Deed of Trust. Trustor's duty to indemnify and hold harmless Trustee and Beneficiary shall survive the release and payment, discharge or cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance reconveyance, in whole or in part, of this Deed of Trust. (c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 4.12 immediately upon demand by Trustee or Beneficiary Beneficiary, together with interest thereon from the date the such indebtedness arises at the highest rate of interest then per annum payable under any Secured Obligation (which rate shall not be the "default rate" applicable to any Secured Obligation until thirty (30) days after the principal balance date of the Note as specified thereindemand). Beneficiary may, at its option, add any such indebtedness to any Secured Obligation.