Common use of Fees and Expenses; Indemnity Clause in Contracts

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodily

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' ’ fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender (for purposes of this paragraph, the terms "“Trustee"”, "“Agent" ” and "“Lender" ” shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) for all expenditures, including reasonable attorneys' ’ fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including including, without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including including, without limitation reasonable attorneys' ’ fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ’s ownership or operation of the Property, in the vicinity of) the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodilyHouston 3941837v.4

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent Trustee and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) Mortgagee for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent Trustee and each Lender Mortgagee from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent Trustee or any Lender Mortgagee on account of, in connection with, or arising out of (A) the actions taken by the Trustee or Mortgagee necessary or advisable to make make the loan evidenced by the Note, grant this Mortgage, or exercise any bodily injury or death or natural resourcerights under the Loan Documents. Mortgagee shall have the right to compromise and adjust any such claims, human health or property damage occurring inactions and judgments, at, into, under or upon (or, and in addition to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) the Property through any cause whatsoever, (B) any act performed or omitted rights to be performed hereunder indemnified as herein provided, all amounts paid in compromise, satisfaction or the breach discharge of any representation such claim, action or warranty hereinjudgment, (C) the exercise and all court costs, attorneys' fees and other expenses of any rights and remedies hereunder every character expended by Mortgagee or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior Trustee pursuant to the Release Date provisions of this section shall be a demand obligation (as hereinafter definedwhich obligation Mortgagor hereby expressly promises to pay) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior owing by Mortgagor to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private applicable party or governmental agencies) for human health, bodilyparties.

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodilythe

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent Trustee and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent Trustee or any Lender, respectively, Lender and any persons or entities owned or controlled by or affiliated with Trustee, Agent Trustee or any Lender, respectively) for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor Mxxxxxxxx of any covenant, agreement or condition contained herein or in any other DIP Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other DIP Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor Mxxxxxxxx will indemnify and hold harmless Trustee, Agent Trustee and each Lender Lxxxxx from and against (and will reimburse such indemnified parties Trustee and Lender for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender either of them on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) of the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other DIP Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other DIP Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodilybodily injury, property damage, abatement or remediation, environmental damage, cleanup, mitigation, removal, natural resource damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or through the Property (whether or not the release of such materials was caused by Mortgagor, a tenant or subtenant or a prior owner or tenant or subtenant on the Property and whether or not the alleged liability is attributable to the use, treatment, handling, storage, generation, transportation, removal or disposal of such substance, waste or material or the mere presence of such substance, waste or material on or under the Property), which the Lender and/or Trustee may have liability with respect to due to the making of the loan or loans evidenced by the DIP Credit Agreement, the granting of this Mortgage, the exercise of any rights under the DIP Loan Documents, or otherwise. The "Release Date" as used herein shall mean the earlier of the following two dates: (i) the date on which the indebtedness and obligations secured hereby have been paid and performed in full and this Mortgage has been released of record, or (ii) the date on which the lien of this Mortgage is foreclosed or a deed in lieu of such foreclosure is fully effective and recorded. Such indemnities shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the negligence, willful misconduct or bad faith of such particular indemnified party. Any amount to be paid hereunder by Mxxxxxxxx to Lender and/or Trustee shall be a demand obligation owing by Mortgagor to Lender and/or Trustee and shall be subject to and covered by the provisions of Section 2.3 hereof.

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender Mortgagee (for purposes of this paragraph, the terms term "Trustee", "Agent" and "LenderMortgagee" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, Mortgagee and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectivelyMortgagee) for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender Mortgagee from and against (and will reimburse such indemnified parties Mortgagee for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender Mortgagee on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) of the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodilybodily injury, property damage, abatement or remediation, environmental damage, cleanup, mitigation, removal, natural resource damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or through the Property or the Associated Property (whether or not the release of such materials was caused by Mortgagor, a tenant or subtenant or a prior owner or tenant or subtenant on the Property or the Associated Property and whether or not the alleged liability is attributable to the use, treatment, handling, storage, generation, transportation, removal or disposal of such substance, waste or material or the mere presence of such substance, waste or material on or under the

Fees and Expenses; Indemnity. Mortgagor (a) Seller will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage its own legal and accounting fees and commissionsother costs incurred in respect of this Agreement, abstract the other Transaction Documents and other records search feesthis facility. Seller will pay promptly, attorneys' fees and expenses and in no event later than thirty (30) days after billing, all other reasonable out-of-pocket costs and expenses of every character reasonably incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) for all expendituresBuyer, including reasonable attorneys' ’ fees and expensesof outside counsel, incurred or expended in connection with (i) preparation, negotiation, and documentation of this Agreement and the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan DocumentTransaction Documents, (ii) Buyer’s administration of this Agreement and the exercise other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer hereunder, provided that Buyer has given Seller thirty (30) days’ advance notice before incurring such costs and expenses described or referred to in this clause (ii), (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents), (iv) subject to the Due Diligence Cap, performance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Seller’s and any Guarantor’s business and finances, by Buyer or any agent of Buyer, conducted before and after the date hereof (provided that the Due Diligence Cap shall not be applicable to due diligence and audit expenses incurred when an Event of Default has occurred and is continuing), (v) enforcement of Buyer’s rights hereunder and remedies hereunder or under any other Loan DocumentTransaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to Seller or any Guarantor, appeals and any anticipated post-judgment collection services), (vi) entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, including all fees, expenses and commissions reasonably incurred, and (iiivii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trusteeany cost or expense reasonably incurred, Agent and each Lender from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender on account of, in connection with, directly or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or resulting from the Property or the Associated Property occurrence of hazardous substances or solid wastes disposed an Event of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodilyDefault.

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender Mortgagee (for purposes of this paragraph, the terms term "Trustee", "Agent" and "LenderMortgagee" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, Mortgagee and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectivelyMortgagee) for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender Mortgagee from and against (and will reimburse such indemnified parties Mortgagee for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender Mortgagee on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) of the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodily)

Fees and Expenses; Indemnity. Mortgagor will (a) The Issuer agrees to pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees promptly (i) each Subscriber’s actual and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred negotiation, preparation and execution of the Note Documents (including the reasonable fees, charges and disbursements of counsel for such Subscriber) and any consents, amendments, waivers or other modifications thereto, the transactions contemplated thereby and any other documents or matters requested by Mortgagor the Issuer; (ii) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Trustee, for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or Agent documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of the Requisite Holder’s Counsel (as defined in the Indenture) and of counsel providing any opinions that the Requisite Holders may request in respect of the Collateral or the Liens created pursuant to the Note Security Documents; (iii) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any Lender appraisers, consultants, advisors and agents employed or retained by the Secured Parties and their counsel) in connection with the closing custody or preservation of any of the loan Collateral; and (iv) after the occurrence of a Default or loans evidenced by an Event of Default (in each case, as defined in the Loan Documents Indenture), all costs and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) for all expendituresexpenses, including reasonable attorneys' ’ fees and expensescosts of settlement, incurred by the Subscriber in enforcing any Obligations (as defined in the Indenture) of or expended in collecting any payments due from any Note Party hereunder or under the other Note Documents by reason of such Default or Event of Default (including in connection with (i) the breach by Mortgagor of sale of, collection from, or other realization upon any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against Collateral or incurred or paid by the Trustee, the Agent or any Lender on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation enforcement of the Property, in the vicinity ofGuarantees) the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance any refinancing or restructuring of the Property or credit arrangements provided hereunder in the Associated Property, regardless nature of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodily“work out.”

Fees and Expenses; Indemnity. Mortgagor will (a) The Issuer agrees to pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees promptly (i) each Subscriber’s actual and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred negotiation, review, analysis, preparation and execution of the Note Documents (including the reasonable fees, charges and disbursements of counsel for such Subscriber) and any consents, amendments, waivers or other modifications thereto, the transactions contemplated thereby and any other documents or matters requested by Mortgagor the Issuer; (ii) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Trustee, for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or Agent documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of the counsel for the Initial Holders (as defined in the Indenture) and of counsel providing any opinions that counsel for the Initial Holders may request in respect of the Collateral or the Liens created pursuant to the Note Security Documents; (iii) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any Lender appraisers, consultants, advisors and agents employed or retained by the Secured Parties and their counsel) in connection with the closing custody or preservation of any of the loan Collateral; and (iv) after the occurrence of a Default or loans evidenced by an Event of Default (in each case, as defined in the Loan Documents Indenture), all costs and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) for all expendituresexpenses, including reasonable attorneys' ’ fees and expensescosts of settlement, incurred incurred, whether directly or expended indirectly, by the Subscriber in enforcing any Obligations (as defined in the Indenture) of or in collecting any payments due from any Note Party hereunder or under the other Note Documents by reason of such Default or Event of Default (including in connection with (i) the breach by Mortgagor of sale of, collection from, or other realization upon any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against Collateral or incurred or paid by the Trustee, the Agent or any Lender on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation enforcement of the Property, in the vicinity ofGuarantees) the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance any refinancing or restructuring of the Property or credit arrangements provided hereunder in the Associated Property, regardless nature of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodily“work out.”

Fees and Expenses; Indemnity. Mortgagor Grantor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor Grantor or Agent or any Lender Noteholder in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor Grantor will reimburse Trustee, Agent Trustee and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) Noteholder for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor Grantor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the Noteholder's exercise of any of its rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or Noteholder's liens and security interests therein. Mortgagor will indemnify and hold harmless TrusteeGRANTOR WILL INDEMNIFY AND HOLD HARMLESS TRUSTEE AND NOTEHOLDER (FOR PURPOSES OF THIS PARAGRAPH, Agent and each Lender from and against THE TERMS "TRUSTEE" AND "NOTEHOLDER" SHALL INCLUDE THE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES AND AGENTS OF TRUSTEE AND NOTEHOLDER, RESPECTIVELY,(AND ANY PERSONS OR ENTITIES OWNED OR CONTROLLED BY OR AFFILIATED WITH TRUSTEE AND NOTEHOLDER, RESPECTIVELY) FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damagesINCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES), causes of actionCAUSES OF ACTION, judgmentsJUDGMENTS, penaltiesPENALTIES, costs and expenses COSTS AND EXPENSES (including without limitation reasonable attorneysINCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' fees and expensesFEES AND EXPENSES) which may be imposed uponWHICH MAY BE IMPOSED UPON, asserted against or incurred or paid by the TrusteeASSERTED AGAINST OR INCURRED OR PAID BY EITHER OF THEM ON ACCOUNT OF, the Agent or any Lender on account ofIN CONNECTION WITH, in connection with, or arising out of OR ARISING OUT OF (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) the Property through any cause whatsoeverANY BODILY INJURY OR DEATH OR PROPERTY DAMAGE OCCURRING IN OR UPON OR IN THE VICINITY OF THE PROPERTY THROUGH ANY CAUSE WHATSOEVER, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty hereinANY ACT PERFORMED OR OMITTED TO BE PERFORMED HEREUNDER OR THE BREACH OF ANY REPRESENTATION OR WARRANTY HEREIN, (C) the exercise of any rights and remedies hereunder or under any other Loan DocumentTHE EXERCISE OF NOTEHOLDER'S RIGHTS AND REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, (D) any transactionANY TRANSACTION, actACT, omissionOMISSION, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan DocumentEVENT OR CIRCUMSTANCE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PROPERTY OR WITH THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT, (E) any violation on or prior to the Release Date ANY VIOLATION ON OR BEFORE THE RELEASE DATE (as hereinafter definedAS HEREINAFTER DEFINED) of any Applicable Environmental LawOF ANY APPLICABLE ENVIRONMENTAL LAW IN EFFECT ON OR BEFORE THE RELEASE DATE, (F) any actANY ACT, omissionOMISSION, event or circumstance existing or occurring on or prior to the Release Date EVENT OR CIRCUMSTANCE EXISTING OR OCCURRING ON OR PRIOR TO THE RELEASE DATE (including without limitation the presence on or under the Property or the Associated Property or release atINCLUDING WITHOUT LIMITATION THE PRESENCE ON THE PROPERTY OR THE ASSOCIATED PROPERTY OR RELEASE FROM THE PROPERTY OR THE ASSOCIATED PROPERTY OF HAZARDOUS SUBSTANCES OR SOLID WASTES DISPOSED OF OR OTHERWISE RELEASED ON OR PRIOR TO THE RELEASE DATE), intoRESULTING FROM OR IN CONNECTION WITH THE OWNERSHIP, uponCONSTRUCTION, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownershipOCCUPANCY, constructionOPERATION, occupancyUSE AND/OR MAINTENANCE OF THE PROPERTY OR THE ASSOCIATED PROPERTY, operationREGARDLESS OF WHETHER THE ACT, use and/or maintenance of the Property or the Associated PropertyOMISSION, regardless of whether the actEVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and AND (G) any and all claims or proceedings ANY AND ALL CLAIMS OR PROCEEDINGS (whether brought by private party or governmental agenciesWHETHER BROUGHT BY PRIVATE PARTY OR GOVERNMENTAL AGENCIES) for human healthFOR BODILY INJURY, bodilyPROPERTY DAMAGE, ABATEMENT OR REMEDIATION, ENVIRONMENTAL DAMAGE OR IMPAIRMENT OR ANY OTHER INJURY OR DAMAGE RESULTING FROM OR RELATING TO ANY HAZARDOUS OR TOXIC SUBSTANCE, SOLID WASTE OR CONTAMINATED MATERIAL LOCATED UPON OR MIGRATING INTO, FROM OR THROUGH THE PROPERTY OR THE ASSOCIATED PROPERTY (WHETHER OR NOT THE RELEASE OF SUCH MATERIALS WAS CAUSED BY GRANTOR, A TENANT OR SUBTENANT OR A PRIOR OWNER OR TENANT OR SUBTENANT ON THE PROPERTY OR THE ASSOCIATED PROPERTY AND WHETHER OR NOT THE ALLEGED LIABILITY IS ATTRIBUTABLE TO THE HANDLING, STORAGE, GENERATION, TRANSPORTATION, REMOVAL OR DISPOSAL OF SUCH SUBSTANCE, WASTE OR MATERIAL OR THE MERE PRESENCE OF SUCH SUBSTANCE, WASTE OR MATERIAL ON THE PROPERTY OR THE ASSOCIATED PROPERTY), WHICH THE NOTEHOLDER AND/OR THE TRUSTEE MAY INCUR DUE TO THE MAKING OF THE LOAN EVIDENCED BY THE NOTE, THE EXERCISE OF ANY OF THEIR RIGHTS UNDER THE LOAN DOCUMENTS OR OTHERWISE. THE "RELEASE DATE" AS USED HEREIN SHALL MEAN THE EARLIER OF THE FOLLOWING TWO DATES: (i) THE DATE ON WHICH THE INDEBTEDNESS SECURED HEREBY HAVE BEEN PAID AND PERFORMED IN FULL AND THIS MORTGAGE HAS BEEN RELEASED, OR (ii) THE DATE ON WHICH THE LIEN OF THIS MORTGAGE IS FORECLOSED OR A DEED IN LIEU OF SUCH FORECLOSURE IS FULLY EFFECTIVE. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO ANY PARTICULAR INDEMNIFIED PARTY (BUT SHALL APPLY TO THE OTHER INDEMNIFIED PARTIES) TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTICULAR INDEMNIFIED PARTY. THE FOREGOING INDEMNITIES SHALL NOT TERMINATE UPON THE RELEASE DATE OR UPON THE RELEASE, FORECLOSURE OR OTHER TERMINATION OF THIS MORTGAGE BUT WILL SURVIVE THE RELEASE DATE, FORECLOSURE OF THIS MORTGAGE OR CONVEYANCE IN LIEU OF FORECLOSURE, AND THE REPAYMENT OF THE SECURED INDEBTEDNESS AND THE DISCHARGE AND RELEASE OF THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS. ANY AMOUNT TO BE PAID HEREUNDER BY GRANTOR TO NOTEHOLDER AND/OR TRUSTEE SHALL BE A DEMAND OBLIGATION OWING BY GRANTOR TO NOTEHOLDER AND/OR TRUSTEE AND SHALL BE SUBJECT TO AND COVERED BY THE PROVISIONS OF PARAGRAPH 2.3

Fees and Expenses; Indemnity. Mortgagor will pay all reasonable ------------------------------- appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other reasonable costs and expenses of every character incurred by Mortgagor or Agent or any Lender in connection with the closing of the loan or loans evidenced by the Loan Documents and any and all amendments, supplements or modifications to such loan transaction or transactions. Mortgagor will reimburse Trustee, Agent and each Lender (for purposes of this paragraph, the terms "Trustee", "Agent" and "Lender" shall include the directors, officers, partners, employees and agents of Trustee, Agent or any Lender, respectively, and any persons or entities owned or controlled by or affiliated with Trustee, Agent or any Lender, respectively) for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the breach by Mortgagor of any covenant, agreement or condition contained herein or in any other Loan Document, (ii) the exercise of any rights and remedies hereunder or under any other Loan Document, and (iii) the protection of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee, Agent and each Lender from and against (and will reimburse such indemnified parties for) all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred or paid by the Trustee, the Agent or any Lender on account of, in connection with, or arising out of (A) any bodily injury or death or natural resource, human health or property damage occurring in, at, into, under or upon (or, to the extent such injury, death or damage is related to Mortgagor or Mortgagor's ownership or operation of the Property, in the vicinity of) the Property through any cause whatsoever, (B) any act performed or omitted to be performed hereunder or the breach of any representation or warranty herein, (C) the exercise of any rights and remedies hereunder or under any other Loan Document, (D) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Property or with this Mortgage or any other Loan Document, (E) any violation on or prior to the Release Date (as hereinafter defined) of any Applicable Environmental Law, (F) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on or under the Property or the Associated Property or release at, into, upon, under or from the Property or the Associated Property of hazardous substances or solid wastes disposed of or otherwise released) resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property or the Associated Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (G) any and all claims or proceedings (whether brought by private party or governmental agencies) for human health, bodilywhether