Common use of Compensation, Exculpation, Indemnification Clause in Contracts

Compensation, Exculpation, Indemnification. (a) Mortgagor shall pay to Mortgagee reasonable compensation for services rendered concerning this Mortgage, including without limit any statement of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable to Mortgagor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) 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 (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 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 Mortgagee and no such liability shall be asserted against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Xxxxxxxxx. (b) Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by 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) Without limiting any indemnification Mortgagor, Company or any other Guarantor has granted in any Indenture or other Secured Note Document, Mortgagor shall pay agrees to Mortgagee indemnify and hold harmless Mortgagee, the other Secured Parties and the respective officers, directors, employees, agents, successors and assigns of any of the foregoing (each an “Indemnitee”) from and against any and all losses, suits, liabilities, obligations, fines, damages, judgments, penalties, claims, charges, costs and expenses (including all reasonable compensation for services rendered concerning attorneys’ fees, court costs and disbursements)(the “Losses”) which may be imposed on, incurred or paid by or asserted against the Mortgaged Property or any Indemnitee in connection with or arising out of or relating to the matters referred to in this Mortgage, including without limit any statement limitation, Losses arising out of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable relating to Mortgagor or any other person as a consequence of (i) any claims of slander of title, or any inaccuracy with respect to the exercise legal description; (ii) Mortgagor’s failure to observe, perform or discharge any of the rightsits covenants, remedies obligations, agreements or powers granted to Mortgagee duties under or breach of any of its representations or warranties made in this Mortgage; (iiiii) the failure or refusal enforcement of any of the rights and remedies of Mortgagee to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Subject Property or Collateral or Secured Party under this Mortgage; (iv) any accident, injury, death or damage to any Person or Mortgaged Property occurring in, on or about the Mortgaged Property or any street, drive, sidewalk, curb or passageway adjacent thereto; (v) any other transaction arising out of or in any way connected with the Mortgaged Property; or (iiivi) any loss sustained by Mortgagor suit, action, claim, proceeding or any third party resulting from Mortgagee’s failure (governmental investigation, pending or threatened, relating to the foregoing, whether by malfeasancebased on statute, nonfeasance regulation or refusal to act) to lease the Subject Property after a Default (hereinafter defined) order, or from any other act tort, or omission (contract or otherwise, and regardless of whether same constitutes negligence) any Indemnitee is a party thereto relating to any of Mortgagee in managing the Subject Property after foregoing; provided that the foregoing indemnity shall not apply to the extent such Losses are determined by a Default unless the loss is caused court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of Mortgagee such Indemnitee; provided, further, that any Losses hereunder shall exclude any claims relating to any act or omission first occurring on or after the date that is three hundred and no such liability sixty-six (366) days after the later of the indefeasible payment in full of the Secured Obligations and the termination and release of this Mortgage; however, the foregoing limitation shall not limit or be asserted against deemed to limit any other indemnification obligations under the Indentures or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Xxxxxxxxxthe other Secured Obligations. (b) Mortgagor shall pay all amounts amounts, indebtedness and indebtedness obligations arising under this Section 5.10 2.4 immediately upon demand by Mortgagee together with interest thereon from the date the indebtedness same arises at the highest rate of interest then applicable to the principal balance of the Note any outstanding Secured Notes as specified therein. (c) This Section 2.4 and the indemnities and other protections and agreements provided herein shall survive the resignation, removal or replacement of Mortgagee, any assignment of rights by, or the replacement of a Lender, and the payment, satisfaction or discharge of any or all Secured Obligations, the termination of this Mortgage or the Indentures or either of them, or any other Secured Notes Document.

Compensation, Exculpation, Indemnification. (a) Mortgagor shall pay to Mortgagee reasonable compensation for services rendered concerning this Mortgage, including without limit any statement of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable to Mortgagor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) 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 (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 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 Mortgagee and no such liability shall be asserted against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by XxxxxxxxxMortgagor. (b) MORTGAGOR INDEMNIFIES MORTGAGEE AGAINST, AND HOLDS MORTGAGEE 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 EXPENSES WHICH IT MAY SUFFER OR INCUR: (i) BY REASON OF THIS MORTGAGE; (ii) BY REASON OF THE EXECUTION OF THIS MORTGAGE OR IN PERFORMANCE OF ANY ACT REQUIRED OR PERMITTED HEREUNDER OR BY LAW; (iii) AS A RESULT OF ANY FAILURE OF MORTGAGOR TO PERFORM MORTGAGOR’S OBLIGATIONS; OR (iv) BY REASON OF ANY ALLEGED OBLIGATION OR UNDERTAKING ON MORTGAGEE’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 MORTGAGOR TO INDEMNIFY AND HOLD HARMLESS MORTGAGEE SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE SECURED OBLIGATIONS AND THE RELEASE OR PARTIAL RELEASE OF THIS MORTGAGE. (c) Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 5.12 immediately upon demand by 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 Notes as specified therein.

Compensation, Exculpation, Indemnification. (a) Mortgagor shall pay Without limiting any indemnification Mortgagor, Company or any other Guarantor has granted in any Indenture or other Secured Note Document, Xxxxxxxxx agrees to Mortgagee indemnify and hold harmless Mortgagee, the other Secured Parties and the respective officers, directors, employees, agents, successors and assigns of any of the foregoing (each an “Indemnitee”) from and against any and all losses, suits, liabilities, obligations, fines, damages, judgments, penalties, claims, charges, costs and expenses (including all reasonable compensation for services rendered concerning attorneys’ fees, court costs and disbursements)(the “Losses”) which may be imposed on, incurred or paid by or asserted against the Mortgaged Property or any Indemnitee in connection with or arising out of or relating to the matters referred to in this Mortgage, including without limit any statement limitation, Losses arising out of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable relating to Mortgagor or any other person as a consequence of (i) any claims of slander of title, or any inaccuracy with respect to the exercise legal description; (ii) Xxxxxxxxx’s failure to observe, perform or discharge any of the rightsits covenants, remedies obligations, agreements or powers granted to Mortgagee duties under or breach of any of its representations or warranties made in this Mortgage; (iiiii) the failure or refusal enforcement of any of the rights and remedies of Mortgagee to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Subject Property or Collateral or Secured Party under this Mortgage; (iv) any accident, injury, death or damage to any Person or Mortgaged Property occurring in, on or about the Mortgaged Property or any street, drive, sidewalk, curb or passageway adjacent thereto; (v) any other transaction arising out of or in any way connected with the Mortgaged Property; or (iiivi) any loss sustained by Mortgagor suit, action, claim, proceeding or any third party resulting from Mortgagee’s failure (governmental investigation, pending or threatened, relating to the foregoing, whether by malfeasancebased on statute, nonfeasance regulation or refusal to act) to lease the Subject Property after a Default (hereinafter defined) order, or from any other act tort, or omission (contract or otherwise, and regardless of whether same constitutes negligence) any Indemnitee is a party thereto relating to any of Mortgagee in managing the Subject Property after foregoing; provided that the foregoing indemnity shall not apply to the extent such Losses are determined by a Default unless the loss is caused court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of Mortgagee such Indemnitee; provided, further, that any Losses hereunder shall exclude any claims relating to any act or omission first occurring on or after the date that is three hundred and no such liability sixty-six (366) days after the later of the indefeasible payment in full of the Secured Obligations and the termination and release of this Mortgage; however, the foregoing limitation shall not limit or be asserted against deemed to limit any other indemnification obligations under the Indentures or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Xxxxxxxxxthe other Secured Obligations. (b) Mortgagor shall pay all amounts amounts, indebtedness and indebtedness obligations arising under this Section 5.10 2.4 immediately upon demand by Mortgagee together with interest thereon from the date the indebtedness same arises at the highest rate of interest then applicable to the principal balance of the Note any outstanding Secured Notes as specified therein. (c) This Section 2.4 and the indemnities and other protections and agreements provided herein shall survive the resignation, removal or replacement of Mortgagee, any assignment of rights by, or the replacement of a Lender, and the payment, satisfaction or discharge of any or all Secured Obligations, the termination of this Mortgage or the Indentures or either of them, or any other Secured Notes Document.

Compensation, Exculpation, Indemnification. (a) Mortgagor shall pay to Mortgagee reasonable compensation for services rendered concerning this Mortgage, including without limit any statement of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable to Mortgagor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) 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 (iii) any loss sustained by Mortgagor or any third party resulting from Mortgagee’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 Mortgagee in managing the Subject Property after a Default unless the loss is caused by the gross negligence or willful misconduct of Mortgagee and no such liability shall be asserted against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by XxxxxxxxxMortgagor. (b) MORTGAGOR INDEMNIFIES MORTGAGEE AGAINST, AND HOLDS MORTGAGEE 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 EXPENSES WHICH IT MAY SUFFER OR INCUR: (I) BY REASON OF THIS MORTGAGE; (II) BY REASON OF THE EXECUTION OF THIS MORTGAGE OR IN PERFORMANCE OF ANY ACT REQUIRED OR PERMITTED HEREUNDER OR BY LAW; (III) AS A RESULT OF ANY FAILURE OF MORTGAGOR TO PERFORM MORTGAGOR'S OBLIGATIONS; OR (IV) BY REASON OF ANY ALLEGED OBLIGATION OR Loan No. 8079119402 UNDERTAKING ON MORTGAGEE'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 MORTGAGOR TO INDEMNIFY AND HOLD HARMLESS MORTGAGEE SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE SECURED OBLIGATIONS AND THE RELEASE OR PARTIAL RELEASE OF THIS MORTGAGE. (c) Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 5.12 immediately upon demand by 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 Notes as specified therein.

Compensation, Exculpation, Indemnification. (a) Mortgagor shall pay to Mortgagee reasonable compensation for services rendered concerning this Mortgage, including without limit any statement of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable to Mortgagor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) 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 (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 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 Mortgagee and no such liability shall be asserted against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Xxxxxxxxx. (b) MORTGAGOR INDEMNIFIES MORTGAGEE AGAINST, AND HOLDS MORTGAGEE 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 EXPENSES WHICH MORTGAGEE MAY SUFFER OR INCUR: (i) BY REASON OF THIS MORTGAGE; (ii) BY REASON OF THE EXECUTION OF THIS MORTGAGE OR IN PERFORMANCE OF ANY ACT REQUIRED OR PERMITTED HEREUNDER OR BY LAW; (iii) AS A RESULT OF ANY FAILURE OF MORTGAGOR TO PERFORM MORTGAGOR’S OBLIGATIONS; OR (iv) BY REASON OF ANY ALLEGED OBLIGATION OR UNDERTAKING ON MORTGAGEE’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 MORTGAGOR TO INDEMNIFY AND HOLD HARMLESS MORTGAGEE SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE SECURED OBLIGATIONS AND THE RELEASE AND DISCHARGE OR PARTIAL RELEASE AND DISCHARGE OF THIS MORTGAGE. (c) Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 5.11 immediately upon demand by 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) Mortgagor shall pay to Mortgagee reasonable compensation for services rendered concerning this Mortgage, including without limit any statement of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable to Mortgagor or any other person Person as a consequence of of: (i) the exercise of the any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) 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 Subject Property or Collateral or under this MortgageProperty; or (iii) any loss sustained by Mortgagor or any third party resulting from as a result of Mortgagee’s failure (whether by malfeasance, nonfeasance or refusal to act) to lease the Subject Property or any portion thereof after a any Event of Default (hereinafter defined) or from any other act or omission (regardless of whether same constitutes negligence) of Mortgagee in managing the Subject Property or any portion thereof after a any Event of Default unless the such loss is caused by the willful misconduct or gross negligence or willful misconduct of Mortgagee Mortgagee, in each case as determined by a final and non-appealable judgment in a court of competent jurisdiction; and no such liability shall be asserted or enforced against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by XxxxxxxxxMortgagor. (b) Mortgagor shall indemnify Mortgagee against, and defend and hold them harmless from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable attorneys’ fees and other legal expenses, costs of evidence of title, costs of evidence of value, and other expenses which any such Person may suffer or incur: (i) by reason of this Mortgage; (ii) by reason of the execution of this Mortgage or the performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Mortgagor to perform Mortgagor’s obligations; or (iv) by reason of any alleged obligation or undertaking of Mortgagee 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 Mortgagor under this Mortgage, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the Mortgagee, as determined by a court of competent jurisdiction by final nonappealable judgment. Mortgagor’s duty to indemnify and defend Mortgagee shall survive the payment, discharge or cancellation of the Secured Obligations and the release or satisfaction, in whole or in part, of this Mortgage. (c) Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Mortgagee Mortgagee, together with interest thereon from the date the such indebtedness arises at the default rate of interest then applicable to provided for in the principal balance of the Note as specified thereinLoan Agreement.

Compensation, Exculpation, Indemnification. (a) Mortgagor shall pay to Mortgagee reasonable compensation for services rendered concerning this Mortgage, including without limit limitation, the providing of any statement of amounts owing under any Secured Obligation. Mortgagee shall not directly or indirectly be liable to Mortgagor or any other person as a consequence of of: (i) the exercise of the any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) 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 Subject Property or Collateral or under this MortgageProperty; or (iii) any loss sustained by Mortgagor or any third party resulting from as a result of Mortgagee’s failure (whether by malfeasance, nonfeasance or refusal to act) to lease the Subject Property after a any Default (hereinafter defined) or from any other act or omission (regardless of whether same constitutes negligence) of Mortgagee 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 Mortgagee Mortgagee; and no such liability shall be asserted or enforced against or imposed upon Mortgagee, and all such liability is hereby expressly waived and released by Xxxxxxxxx. (b) Mortgagor shall indemnify Mortgagee against, and hold Mortgagee harmless from, any and all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, costs of evidence of title, costs of evidence of value, and other expenses which Mortgagee may suffer or incur: (i) by reason of this Mortgage; (ii) by reason of the performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Mortgagor to perform Mortgagor’s obligations; or (iv) by reason of any alleged obligation or undertaking of Mortgagee 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 Mortgagor under this Mortgage. Xxxxxxxxx’s duty to indemnify Mortgagee shall survive the payment, discharge or cancellation of the Secured Obligations and the release or satisfaction, in whole or in part, of this Mortgage. (c) Mortgagor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Mortgagee Mortgagee, 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. Mortgagee may, at its option, add any such indebtedness to the principal balance of the Note as specified thereinany Secured Obligation.