Common use of General Indemnification Clause in Contracts

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loan

General Indemnification. Borrower shall, at its sole cost The Company and expense, protect, defend, indemnify, release MDCM severally but not jointly agrees to indemnify and hold save harmless the Indemnified Parties Investors and their respective directors, officers, affiliates, successors and assigns from and against any and all claimslosses, suitsliabilities, liabilities deficiencies, costs, damages and expenses (including, without limitation, strict reasonable attorneys' fees, charges and disbursements) incurred by the Investors as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company or MDCM herein or in any of the Related Agreements. Each Investor and MDCM severally but not jointly agrees to indemnify and save harmless the Company and its directors, officers, affiliates, successors and assigns from and against any and all losses, liabilities), actions, proceedings, obligations, debts, damages, lossesdeficiencies, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable damages and unforeseeable consequential damages, of whatever kind or nature expenses (including, but not limited towithout limitation, reasonable attorneys' fees fees, charges and other costs of defensedisbursements) (collectively, the "Losses"), imposed upon or incurred by any such Person as a result of any inaccuracy in or asserted breach of the representations, warranties or covenants made by the Investors or MDCM herein. The Company and each Investor severally but not jointly agrees to indemnify and save harmless MDCM and its directors, officers, affiliates, successors and assigns from and against any Indemnified Parties and directly all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorney's fees, charges and disbursements) incurred by MDCM as a result of any inaccuracy in or indirectly arising out breach of the representations, warranties or covenants made by the Investors herein or by the Company herein or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion Related Agreements. MDCM shall have no indemnification obligation hereunder to the recipient of extent the proceeds of the transaction in connection with which this Deed of Trust is made; claim, liability, loss or damages arises from (i) any specifications provided by the Company for modifications to the Openclose Code; (ii) derivative works created by the Company based on the Openclose Code, PROVIDED, that the Openclose Code itself would not give rise to such a claim, (iii) use of the Openclose Code in combination with non-MDCM approved third party products, including hardware and software, PROVIDED that the Openclose Code itself would not give rise to such a claim, (iv) modifications of the Openclose Code by a party other than MDCM, PROVIDED, that the Openclose Code itself would not give rise to such a claim, and (v) failure of the Property Company to be in compliance with implement any Legal Requirements; (j) improvement or updates to the enforcement Openclose Code provided by any MDCM, if the infringement claim would have been avoided by the use of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations improvement or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanupdates.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein other theory, whether brought by a third party or receipt by Borrower, Borrower’s equity holders, affiliates, creditors or any other person, and regardless of whether any Rents; (b) Indemnified Person is a party thereto; provided that, such indemnity shall not, as to any amendment toIndemnified Person, be available to the extent that such losses, claims, damages, liabilities or restructuring of, related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Obligations (including, but not limited to, the Debt) and the Note, the Loan gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. Notwithstanding anything to contrary given in this Agreement, this Deed of Trust and/or Section 11.3(a) shall not apply with respect to Taxes other than any other Loan Document; (c) Taxes that represent losses, claims, damages, etc. arising from any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanTax claim.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defendSublessee hereby agrees to pay, indemnify, release and hold Sublessor, its agents, employees, officers, members, attorneys-in-fact, lawyers, successors and assigns (collectively, the “Indemnified Parties”) harmless the Indemnified Parties on an after-tax basis, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, lossesdemands, costs, expensesexpenses and disbursements of any kind and nature whatsoever (each, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"a “Claim”), which may be imposed upon or on, incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or Party, but only to the extent such Indemnified Party shall not also be indemnified as to any such Claim by any other Person, in any way relating to any one or more arising out of the following: (a) ownership Sublessee’s sublease, management, pooling, interchange, time sharing, chartering, possession, use, operation, maintenance, security, condition (after delivery or acceptance of this Deed any of Trustthe same), registration or re-registration, return, removal, repossession, storage or other disposition of any of the -Property same, or any interest therein accident in connection therewith, including Claims involving or receipt alleging environmental damage, criminal acts, hijacking, acts of any Rents; terrorism or similar acts, including the same that result in injuries, death, destruction, or other harm or loss to persons or property, Persons or property, with respect to the Aircraft or (b) the breach (including any amendment to, Default or restructuring of, the Obligations (including, but not limited to, the DebtEvent of Default) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the or enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed the Sublease Documents, provided, that Sublessee shall have no obligation to indemnify an Indemnified Party with respect to Claims directly (a) arising from the gross negligence or willful misconduct or fraud of Trustsuch Indemnified Party; (gb) performance of any labor covered under Section 8.2; (c) arising from acts or services or the furnishing of any materials or other property in respect events that occur after redelivery of the Property Aircraft to Sublessor in accordance with this Sublease; or (d) to the extent such Claims would not have arisen if Sublessor owned the Aircraft rather than leasing the Aircraft from Lessor. In the event that any part thereof; Indemnified Party receives from any Party, including but not limited to the insurer or a Lessor Party, any insurance proceeds in good and immediately available funds pursuant to any of the liability policies required by Section 7.1(a) or (hc) hereof or receives any other indemnification payment with respect to any monetary Claim for which Sublessee has previously paid to such Indemnified Party in good and immediately available funds an indemnity payment, such Indemnified Party shall refund such indemnity payment to Sublessee solely out of and up to the amount of such insurance proceeds or such other payment, as applicable. If any Claim is made against any Indemnified Party, the party receiving notice or otherwise becoming aware of such Claim shall promptly notify the other, but the failure of the party having knowledge of a Claim to so notify the other party shall not relieve Sublessee of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion obligation hereunder except to the recipient of extent any such failure by an Indemnitee to notify Sublessee materially prejudices Sublessee’s ability to limit or avoid by practical means the proceeds of responsibility to pay the transaction in connection amounts being indemnified hereunder with which this Deed of Trust is made; (i) any failure of the Property respect to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loansuch Claim.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable and documented out-of-pocket fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit is filed in connection with same, or in connection with by Borrower, and regardless of whether any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a voluntary court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or involuntary federal or state bankruptcywillful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This Section 11.3 shall not apply to taxes other than any taxes that represent losses, insolvency or similar proceeding; (d) claims, damages, etc. arising from any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loantax claim.

General Indemnification. The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release shall indemnify and hold the Lender and each of its directors, officers, employees, affiliates, attorneys and agents (collectively referred to herein as the "Lender Indemnitees") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation, any expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Lender Indemnitee in connection with any investigation in connection with any such matter, whether or not any such Lender Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against such Lender Indemnities by any Person other than the Lender with which such Lender Indemnitee is affiliated (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, strict liabilitiessecurities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement and any other Loan Documents, or any act, event or transaction related or attendant thereto; the making of the Loan hereunder, the management of the Loan (including any liability under federal, state or local Environmental Laws or regulations), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, the use or intended use of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs the proceeds of defense) the Loan (collectively, the "LossesIndemnified Matters"); provided, imposed upon however, that the Borrower shall have no obligation to any Lender Indemnitee under this Section 9.7 with respect to Indemnified Matters to the extent such Indemnified Matters were caused by or resulted from the gross negligence or willful misconduct of a Lender Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute to the payment and satisfaction of all Indemnified Matters incurred by or asserted against any Indemnified Parties the Lender Indemnities the maximum portion which the Borrower is permitted to pay and directly or indirectly arising out of or in any way relating to any one or more satisfy under applicable law. This indemnification shall survive repayment by the Borrower of the following: (a) ownership Loan made under this Agreement, and the termination of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement Agreement without occurrence of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanClosing Date.

General Indemnification. Borrower shallSubject to the provisions and limitations set forth in this Section 9, at its sole cost and expense, protect, Seller agrees to defend, indemnify, release indemnify and hold harmless the Indemnified Parties from Buyer, any parent, subsidiary or affiliate of Buyer and against any and all claimsdirector, suitsofficer, liabilities (includingemployee, without limitationstockholder, strict liabilities)agent or attorney of Buyer or of any parent, actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, subsidiary or affiliate of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) Buyer (collectively, the "LossesBUYER INDEMNIFIED PERSONS"), imposed upon or incurred by or asserted ) from and against any Indemnified Parties and directly or indirectly arising Claim which arises out of or in any way relating to any one or more of the followingresults from: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt breach of any Rentscovenant, or the material inaccuracy or untruth of any representation or warranty of Seller made herein or pursuant to any certificate, exhibit or schedule delivered hereunder; (b) any amendment todemand, claim, debt, suit, cause of action or restructuring ofproceeding made or asserted by a person, the Obligations (including, but not limited toto a shareholder, creditor, receiver, or trustee in bankruptcy of Seller, asserting that the Debt) and transfer of the NoteAssets to Buyer hereunder constitutes a fraudulent conveyance, fraudulent transfer, or constitutes a preference under any applicable state or federal law, including but not limited to the Loan Agreement, this Deed of Trust and/or any other Loan DocumentUnited States Bankruptcy Code; (c) any and all lawful demand, claim, debt, suit, cause of action or proceeding made or asserted by any employee or independent contractor or any former employee or independent contractor of Seller, to the extent that may be taken it relates in any manner to any termination by Lender Seller in connection with the enforcement transactions contemplated by this Agreement of the provisions of this Deed of Trust his, her or its employment or the Loan Agreement services of such employee or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; independent contractor; (d) any accidentdemand, injury to claim, debt, suit, cause of action or death of persons or loss of or damage to property occurring inproceeding arising from the Excluded Liabilities, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; except as otherwise provided in Section 9.4.3 hereof; (e) any usedemand, non-use claim, debt, suit, cause of action or condition inproceeding brought by shareholders of Seller (other than Buyer, Arca, the Stock Sellers (as defined below) or the shareholders of Buyer) against Seller and/or Buyer with respect or related in any way to the fairness of the transactions contemplated herein and in connection herewith, including the Claims and Stock Purchase Agreement and the other agreements listed on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysEXHIBIT A thereto; and (f) taxes, assessments and other governmental charges of any failure kind or nature whatsoever imposed on the part of Borrower to perform or to be in compliance with any Seller and arising out of the terms of transactions contemplated by this Deed of Trust; (g) performance of any labor or services or Agreement, except for the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanBuyer Sales Tax Reimbursement.

General Indemnification. Borrower shallThe Applicant agrees to pay all costs and expenses (including the reasonable fees and disbursements of counsel) incurred by the Bank in connection with the creation and enforcement of this Agreement and the other Credit Documents and the collection of all amounts payable hereunder and thereunder. All costs and expenses (including, at without limitation, reasonable attorneys' fees and disbursements) incurred by the Bank (a) in all efforts made to enforce payment of any of the Obligations or effect collection of any Collateral, (b) in connection with the entering into, any modification, amendment, administration and enforcement of this Agreement or any other Credit Document, in connection with any issuance, amendment, extension or renewal of any Letter of Credit issued hereunder, in connection with any consents or waivers hereunder and in connection with any related agreements, documents and instruments, (c) in instituting, maintaining, preserving, enforcing and foreclosing on the Bank's security interest in or lien on any of the Collateral, whether through judicial proceedings or otherwise, (d) in defending or prosecuting any actions or proceedings arising out of or relating to the transactions of the Bank with the Applicant, and (e) in connection with any advice given to the Bank with respect to its sole cost rights and expenseobligations under this Agreement, protectthe Letters of Credit or any other Credit Documents, defendshall all be part of the Obligations secured by the Collateral. The Applicant shall indemnify the Bank and its officers, indemnifydirectors, release affiliates, employees and hold harmless agents (which indemnity shall survive the Indemnified Parties termination of this Agreement) from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs disbursements of defensecounsel) (collectivelywhich may be imposed on, the "Losses")incurred by, imposed upon or incurred by or asserted against any Indemnified Parties and directly such indemnified party in any litigation, proceeding or indirectly investigation (including any limitation, any proceeding or investigation arising out of any environmental laws) instituted or in conducted by any way relating to any one governmental agency or more of the following: (a) ownership of this Deed of Trust, the -Property instrumentality or any interest therein other person or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender entity in connection with the enforcement any Letter of the provisions of Credit, or any transaction contemplated by, or referred to in, or any matter related to, this Deed of Trust or the Loan Agreement or the Note or any of the other Loan DocumentsCredit Document, whether or not suit the Bank is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto, except to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with extent that any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect foregoing arises out of the Property gross negligence or any part thereof; willful misconduct of such indemnified party (h) the failure as determined by a court of any Person to file timely with the Internal Revenue Service an accurate Form 0000competent jurisdiction by final and non-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanappealable judgment).

General Indemnification. Borrower shall, at its sole cost The Company shall pay and expense, protect, defend, indemnify, release and hold indemnify each Bank-Related Person harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities (includingcosts, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costscharges, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, or disbursements (including Attorney Costs) of whatever any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance, and administration of this Agreement and any other Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation, or proceeding related to this Agreement, any violation of any environmental law by the Company or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (includingwhether actual or alleged) of a hazardous substance on, but not limited tounder or about the property or operations of or property leased to the Company or any of its Subsidiaries, reasonable attorneys' fees any transportation from or other off-site management of any hazardous substance generated or used by the Company or any of its Subsidiaries, or the loans and other costs extensions of defense) credit hereunder or the use of the proceeds thereof, whether or not any Bank-Related Person is a party thereto (all the foregoing, collectively, the "LossesINDEMNIFIED LIABILITIES"); PROVIDED, imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating that the Company shall have no obligation hereunder to any one Bank-Related Person with respect to Indemnified Liabilities arising from the gross negligence or more willful misconduct of such Bank-Related Person. The agreements and obligations of the following: (a) ownership of Company under this Deed of Trust, Section shall survive the -Property expiration or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement termination of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party commitment to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker extend credit hereunder and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding all other obligations of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanCompany hereunder.

General Indemnification. Borrower shallCorporation and Wave shall indemnify XXXXXXX if he was or is a party or is threatened to be made a party to any threatened, at its sole cost and expensepending or completed action, protectsuit or proceeding, defendwhether civil, indemnifycriminal, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities administrative or investigative (including, without limitationlimitation to, strict liabilitiesan act by or in the right of Wave) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or Wave or is or was serving at the request of Corporation or Wave as a director, trustee, officer, employee, partner, joint venture partner, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, fines and amounts paid in settlement, punitive damages, foreseeable settlement actually and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or reasonably incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender him in connection with the enforcement of the provisions of this Deed of Trust such action, suit or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed proceeding if he acted in connection with same, or good faith and in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation or Wave , and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which XXXXXXX shall have been adjudged to be liable to the Corporation or Wave unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the terms case, XXXXXXX fairly and reasonably is entitled to be indemnified for such expenses. Expenses (including attorney's fees) incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall be paid by Corporation and Wave in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of XXXXXXX to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by Wave or Corporation as authorized in the preceding sentences. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which XXXXXXX shall be entitled under the common law or the General Corporation Law of the State of Nevada or the Articles of Incorporation or Bylaws of Corporation or Wave or any agreement, vote of their respective shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall continue after the termination of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker Agreement and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion shall inure to the recipient benefits of the proceeds their heirs, executors and administrators of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanXXXXXXX.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (defined below in this Section) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following:following (but excluding Losses arising out of Lender’s gross negligence or willful misconduct): (a) ownership Ownership of this Deed of TrustMortgage, the -Property Property or any interest therein or receipt of any Rents; (b) any Any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreementthis Mortgage, this Deed of Trust and/or or any other Loan DocumentOther Security Documents except as agreed to by any Indemnified Party; (c) any Any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement Mortgage or the Note or any of the other Loan Other Security Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor Borrower and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; ; (d) Borrower’s ownership or operation of the Property, including any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; ; (e) any Any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; ; (f) Any Event of Default by Borrower under this Mortgage or any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; Mortgage; (g) performance Performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; ; (h) the The failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trustthe Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Mortgage is made; ; (i) any Any failure of the Property to be in material compliance with any Legal Requirements; Applicable Laws; (j) the The enforcement by any of the Indemnified Parties Party of the provisions of this Article 8; 13; (k) any Any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its Lender’s part to perform or discharge any of the termsterms covenants, covenants or agreements contained in any Lease; ; (Il) the The payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loanloan evidenced by the Note and secured by this Mortgage; or or (m) any Any material misrepresentation made by Borrower in this Deed Mortgage or any Other Security Document. Any amounts payable to Lender by reason of Trust the application of this Section 13.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date Borrower is notified of such loss or damage is sustained by Lender until paid. For purposes of this Article 13, the term “Indemnified Parties” means Lender, its successors and assigns and any person or entity who is or will have been involved in the origination of this loan, any person or entity who is or will have been involved in the servicing of this loan, any person or entity in whose name the encumbrance created by this Mortgage is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in this loan (including, but not limited to custodians, trustees and other fiduciaries who hold or have held a full or partial interest in this loan for the benefit of third parties) as well as the respective directors, officers, shareholders, members, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to any other Loanperson or entity who holds or acquires or will have held a participation or other full or partial interest in this loan or the Property, whether during the term of this loan or as a part of or following a foreclosure of this loan and including, but not limited to any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business). The obligations of each Borrower for costs and expenses under this Article 13 shall be separate and independent and not joint and several and shall be expressly limited to such Borrower’s pro rata share of the financial obligations of the Borrower to Lender under the Note.

General Indemnification. Borrower Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties for, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, reasonable to attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: , except to the extent the following relate solely to an Indemnified Party’s gross negligence or willful misconduct: (a) ownership any Event of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; Default; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender Agent, on behalf of Mortgagees, or a Mortgagee in connection with the enforcement of the provisions of this Deed of Trust Security Instrument or the Loan Agreement or the Note any Debenture or any of the other Loan Investment Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor Mortgagor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (dc) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ed) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthereof; (fe) any failure on the part of Borrower Mortgagor to perform or to be in compliance with any of the terms of this Deed of TrustSecurity Instrument; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (hf) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (ig) any failure of the Property to be in compliance with any Legal RequirementsApplicable Laws; (jh) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 811; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (Ii) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of under the LoanDebentures; or (mj) any misrepresentation made by Borrower Mortgagor in this Deed Security Instrument or any other Investment Document; or (k) any other transaction arising out of Trust or in any way connected with the Property or the Debt. Any amounts payable to a Mortgagee by reason of the application of this Section 11.1 shall become immediately due and payable and shall bear interest at the Default Interest Rate from the date loss or damages are sustained by such Mortgagee until paid. For purposes of this Article 11, the term “Indemnified Parties” means Agent, each Mortgagee, and any person or entity who is or will have been involved in the origination of any portion of the Debt, any person or entity who is or will have been involved in the servicing of any portion of the Debt, any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded and persons and entities who may hold or acquire or will have held a full or partial interest in any portion of the Debt, including, but not limited to, custodians, trustees and other Loanfiduciaries who hold or have held a full or partial interest in any portion of the Debt.

General Indemnification. Borrower shall, at its sole cost and expense, protect, Client shall fully defend, indemnify, release indemnify and hold harmless the MGT and its officers, directors, employees, agents, representatives or successors and assigns (collectively, “Indemnified Parties Parties”) from and against any and all claims, suitsdemands, liabilities actions or causes of actions and any and all liabilities, costs and expenses (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, reasonable attorneys' to attorney’s fees and other expenses, incurred in the defense of an Indemnified Party, including costs of defenseappeal) (collectivelydamage or loss in connection therewith, the "Losses")what may be asserted by Client, imposed upon its officers, employees, agents, representatives, successors or incurred by assigns or asserted against any Indemnified Parties and directly other third party on account of, or indirectly sustained or alleged to have been sustained by, or arising out of or growing out of bodily injury, including death, or loss of use or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any way relating incidental to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any Client’s performance of the terms Services under this Agreement or Statement of this Deed Work, regardless of Trust; (g) performance whether such claims, demands, actions, causes of action or liability are or alleged to have been caused by in part or contributed to by the negligence, fault, or strict liability of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; Indemnified Party. MGT’s indemnity obligation under this Paragraph is contingent upon MGT (h“Indemnitee”) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; seeking indemnity by (i) promptly notifying the Client (“Indemnitor”) of each claim; provided, however, that Indemnitee’s failure to give prompt notice to Indemnitor of any such claim shall not relieve Indemnitor of any obligation under this paragraph except and to the extent that such failure of the Property materially prejudices Indemnitor’s ability to be in compliance with any Legal Requirementsdefend against such claim; (jii) provide the enforcement Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an admission of wrongdoing by any of the Indemnified Parties of the provisions of this Article 8Indemnitee or otherwise adversely affects Indemnitee’s interests without its prior consent; and (kiii) any at Indemnitor’s request and all claims expense, provide full information and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part reasonable assistance to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee Indemnitor with respect to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loansuch claim.

General Indemnification. Borrower shall, at its sole cost and expense, protect, Provider (the “Indemnifying Party”)] shall defend, indemnify, release indemnify and hold harmless Customer and each of Customer’s Affiliates, and its officers, directors, employees, agents, contractors,permitted successors, and permitted assigns (each of the Indemnified Parties foregoing Persons, an “Customer Indemnitee”) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or Losses incurred by or asserted against any Indemnified Parties and directly or indirectly the Customer Indemnitee arising out of or in any way relating to any one claim, suit, action, or more proceeding (each, an “Action”) by a third party (other than an Affiliate of the followingCustomer Indemnitee) to the extent that such Losses do or are alleged to arise out of or result from: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt Provider’s breach of any Rents;representation, warranty, covenant, or obligation of Provider under this Agreement (including, in the case of Provider, any action or failure to act by any Provider Personnel that, if taken or not taken by Provider, would constitute such a breach by Provider); or (b) any amendment to, action or restructuring of, the Obligations failure to take a required action or more culpable act or omission (including, but not limited to, the Debtincluding recklessness or willful misconduct) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement performance or nonperformance of any Services or other activity actually or required to be performed by or on behalf of Provider (including, in the provisions case of Provider, any Provider Personnel) under this Agreement. in the case of each of subclauses (a) and (b), except to the extent, if any, that a final judgment or other final determination in such Action from which no appeal is permitted or taken determines that such Losses were caused by the Customer Indemnitee’s negligence or more culpable conduct, or material breach or material non-compliance with the terms and conditions of this Deed of Trust Agreement and] provided that, to the extent that any Action or the Loan Agreement Losses described in this Section 14.1 arises out of, results from, or the Note or alleges a claim that any of the other Loan DocumentsServices does or threatens to infringe, whether or not suit is filed in connection with samemisappropriate, or in connection otherwise violate any Intellectual Property Rights or other rights of any third party, Provider’s obligations with Borrowerrespect to such Action and Losses, any guarantor or indemnitor and/or any partnerif any, member, joint venturer or shareholder thereof becoming a party shall be subject to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms and conditions of this Deed of Trust; (gSection 14.2(a) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (hthrough Section 14.2(e) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanSection 14.3.

General Indemnification. Borrower Each Party hereto (the "Indemnitor") agrees to, and shall, at its sole cost and expense, protect, defend, indemnify, release defend and hold harmless the Indemnified Parties other Party hereto (the "Indemnitee"), and its directors, shareholders, officers, agents, employees, successors and assigns from and against any and all third party claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debtsjudgments, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature costs (including, but not limited to, including reasonable attorneys' fees and other costs of defenseexpenses) (collectivelyarising from, the "Losses"), imposed upon in connection with or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or related in any way relating to to, directly or indirectly, (i) the Indemnitee's material breach of any one or more obligation of the following: Indemnitor in this Agreement (aunless an exclusive remedy or liability exclusion is otherwise provided for in the applicable provision(s) ownership of this Deed Agreement), and (ii) the gross negligence or willful misconduct of Trustthe Indemnitor, its employees, agents, or contractors in the -Property or any interest therein or receipt performance of this Agreement. The Indemnitee shall promptly notify the Indemnitor of any Rents; such claim, and the Indemnitor shall bear full responsibility for the defense of such claim (bincluding any settlements); provided however, that: (1) any amendment to, or restructuring the Indemnitor shall keep the Indemnitee informed of, and consult with the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender Indemnitee in connection with the enforcement progress of such litigation or settlement; (2) the provisions Indemnitor shall not have any right, without the Indemnitee's written consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or is part of this Deed of Trust any criminal action, suit or the Loan Agreement proceeding or the Note contains a stipulation to or any of the other Loan Documents, whether admission or not suit is filed in connection with same, or in connection with Borroweracknowledgment of, any guarantor liability or indemnitor and/or any partnerwrongdoing (whether in contract, member, joint venturer tort or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (dotherwise) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform the Indemnitee, or to be in compliance with requires any of specific performance or non-pecuniary remedy by the terms of this Deed of TrustIndemnitee; and (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h3) the failure Indemnitee shall have the right to participate in the defense of any Person to file timely a claim with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients counsel of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanchoice at its own expense.

General Indemnification. Each Borrower shallagrees to indemnify to the fullest extent permitted by law the Administrative Agent, at its sole cost the Banks and expenseeach Affiliate thereof and their respective directors, protectofficers and employees (each such Person, defendtogether with the Administrative Agent and the Banks, indemnify, release and hold harmless the an “Indemnified Parties Party”) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costsliabilities, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable claims or damages (and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, any related reasonable attorneys' and documented legal fees and other disbursements of counsel and costs of defenseinvestigations) (collectively, the "Losses"), imposed upon or incurred by or asserted against to which any Indemnified Parties and directly Party may become subject, insofar as such losses, liabilities, claims or indirectly arising damages arise out of or in any way relating to any one or more of the following: result from (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (bi) any amendment to, actual or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken proposed use by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of such Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction Loans or breach by such Borrower of the Loan Documents to which it is a party or (ii) any investigation, litigation, arbitration or other proceeding (including any threatened investigation or proceeding), whether or not such Borrower and/or any Indemnified Party is a party thereto, relating to the foregoing, and such Borrower shall reimburse such Indemnified Party upon demand for any reasonable and documented expenses (including any legal fees and fees of engineers, environmental consultants and similar technical personnel) incurred in connection with any such investigation or proceeding (but excluding any such losses, liabilities, claims, damages or expenses found in a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s breach in bad faith of its obligations hereunder or from the gross negligence or willful misconduct of such Indemnified Party). Each Indemnified Party will give the applicable Borrower reasonably prompt notice of the commencement of any action or proceeding as to which this Deed of Trust it is madeentitled to indemnification hereunder; (i) any provided, however, that the failure of any Indemnified Party to give any such notice shall not relieve such Borrower from its obligations hereunder, except to the Property to extent that such Borrower has been materially prejudiced by such failure. In no event shall any Indemnified Party be in compliance with liable for any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations special, indirect, consequential or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable punitive damages in connection with this Agreement, the funding Notes, the Loans or the use of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanproceeds thereof.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined) from and against any and all third party claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, actual losses, reasonable costs, reasonable expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, damages (but not lost revenues, diminution in value and other consequential and punitive damages, foreseeable and unforeseeable consequential damages, ) of whatever kind or nature (including, but not limited tolimited, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties (other than claims against Lender by banking regulatory authorities or shareholders of Lender) and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Documents requested by Borrower; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or Security Instrument, the Loan Agreement or Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to to, or death of of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed Security Instrument, the Note, the Loan Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person Borrower to file timely with the Internal Revenue Service an accurate Form 00001000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be if required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanany

General Indemnification. Individual Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless harmless, or cause to be protected, defended, indemnified, released and held harmless, the Indemnified Parties (hereinafter defined) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited tolimited, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: , except to the extent arising out of the gross negligence, illegal acts, bad faith, fraud or willful misconduct of such Indemnified Party: (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or Security Instrument, the Loan Agreement or Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Individual Borrower, any other Borrower, and/or any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof of the Loan becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to to, or death of of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Individual Borrower or any other Borrower, to perform or to be in compliance with any of the terms of this Deed Security Instrument, the Note, the Loan Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanof

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release In connection with any registration or qualification of the Registrable Securities under this Agreement (i) MDSI shall indemnify and hold harmless the Indemnified Parties from and Shareholder, including but not limited to each person or entity, if any, who controls the Shareholder within the meaning of Section 15 of the Securities Act, against any and all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable liabilities and unforeseeable consequential damages, of whatever kind or nature expenses (including, including but not limited toto reasonable expenses incurred in investigating, reasonable attorneys' fees preparing and other costs of defensedefending against any claim) (collectivelyto which the Shareholder or such controlling person may become subject under the Securities Act, the "Losses")Exchange Act or otherwise, imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising insofar as the same arise out of or are based upon or are caused by any untrue statement or alleged untrue statement of a material fact contained in any way relating registration statement or prospectus (as amended or supplemented if MDSI shall have furnished any amendments or supplements thereto) furnished pursuant to this Agreement or insofar as the same arise out of are based upon or are caused by any one omission or more alleged omission to state therein a material fact require to be stated therein or necessary to make the statement therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were based upon or were caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon written information furnished to MDSI by or on behalf of Shareholder or any such control person for inclusion in any registration statement or prospectus (and any amendments or supplements thereto); provided, however, that MDSI shall not be liable in any such case to the extent that any such losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the final prospectus and such Shareholder thereafter fails to deliver such final prospectus as so amended or supplemented prior to or concurrently with the sale of the following: Registrable Securities covered by the registration statement to the person asserting such losses after MDSI had furnished such Shareholder with a sufficient number of copies thereof in a manner and at a time sufficient to permit delivery of the same by such Shareholder, and (aii) ownership of this Deed of TrustShareholder shall indemnify MDSI, the -Property or its affiliates, any interest therein or receipt of person who signed any Rents; registration statement, and their respective officers, directors and control persons against all such losses, claims, damages, liabilities and expenses (b) any amendment to, or restructuring of, the Obligations (including, including but not limited toto reasonable expenses incurred in investigating, preparing and defending against any claim) insofar as the Debt) and the Note, the Loan Agreement, this Deed same arise out of Trust and/or or are based upon or are caused by any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust such untrue statement or the Loan Agreement or the Note alleged untrue statement or any such omission or alleged omission based on written information furnished to MDSI by or on behalf of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property such Shareholder or any part thereof or on such control person for the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained inclusion in any Lease; registration statement or prospectus (I) the payment of and any commission, charge amendments or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loansupplements thereto).

General Indemnification. The Borrower shallshall pay and indemnify the Bank, at its sole cost the Bank's parent company and expenseaffiliates, protectand each of their respective officers, defenddirectors, indemnifyemployees, release counsel, agents and hold attorneys-in-fact (each, an "Indemnified Person") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities (includingcosts, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costscharges, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature disbursements (including, but not limited to, reasonable including attorneys' fees and other disbursements and the allocated costs of defenseinternal counsel) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance, and administration of this Agreement and any other Credit Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation, or proceeding related to this Agreement, any violation of any Environmental Law by the Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (whether actual or alleged) of a Hazardous Substance on, under or about the property or operations of or property leased to the Borrower or any of its Subsidiaries, any transportation from or other off-site management of any Hazardous Substance generated or used by the Borrower or any of its Subsidiaries, or the loans and other extensions of credit hereunder or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "LossesIndemnified Liabilities"); provided, imposed upon or incurred by or asserted against that the Borrower shall have no obligation hereunder to any Indemnified Parties Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. The agreements and directly or indirectly arising out of or in any way relating to any one or more obligations of the following: (a) ownership of Borrower under this Deed of Trust, Section shall survive the -Property expiration or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement termination of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party commitment to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker extend credit hereunder and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding all other obligations of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanhereunder.

General Indemnification. The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release shall indemnify and hold the Lender and each of its directors, officers, employees, affiliates, attorneys and agents (collectively referred to herein as the "Lender Indemnitees") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation, any expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Lender Indemnitee in connection with any investigation in connection with any such matter, whether or not any such Lender Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against such Lender Indemnities by any Person other than the Lender with which such Lender Indemnitee is affiliated (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, strict liabilitiessecurities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement and any other Loan Documents, or any act, event or transaction related or attendant thereto; the making of the Loan hereunder, the management of the Loan (including any liability under federal, state or local environmental laws or regulations), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, the use or intended use of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs the proceeds of defense) the Loan (collectively, the "LossesIndemnified Matters"); provided, imposed upon however, that the Borrower shall have no obligation to any Lender Indemnitee under this Section 9.7 with respect to Indemnified Matters to the extent such Indemnified Matters were caused by or resulted from the gross negligence or willful misconduct of a Lender Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute to the payment and satisfaction of all Indemnified Matters incurred by or asserted against any Indemnified Parties the Lender Indemnities the maximum portion which the Borrower is permitted to pay and directly or indirectly arising out of or in any way relating to any one or more satisfy under applicable law. This indemnification shall survive repayment by the Borrower of the following: (a) ownership Loan made under this Agreement, and the termination of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement Agreement without occurrence of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanClosing Date.

General Indemnification. US Borrower shall, at its sole cost and expenseagrees to defend (with counsel satisfactory to Lender), protect, defend, indemnify, release indemnify and hold harmless the Lender, each affiliate or subsidiary of Lender, and each of their respective shareholders, members, officers, directors, managers, employees, attorneys and agents (each an “Indemnified Parties Party”) from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses and disbursements of any kind or nature (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) disbursements and the Note, the Loan Agreement, this Deed reasonable fees of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender counsel for each Indemnified Party in connection with the enforcement of the provisions of this Deed of Trust any investigative, administrative or the Loan Agreement or the Note or any of the other Loan Documentsjudicial proceeding, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming the Indemnified Party shall be designated a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactionsthereto), which may be required in connection with this Deed of Trustimposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities laws and regulations, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to supply a copy thereof in a timely fashion to or arising out of this Agreement or any Other Agreement, or any act, event or transaction related or attendant thereto, the recipient making or issuance and the management of the Loans or the use or intended use of the proceeds of the transaction Loans; provided, however, that US Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in connection the preceding sentence may be unenforceable because it is violative of any law or public pxxxxx, XX Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with which this Deed interest thereon at the highest rate then applicable to Loans hereunder from the date incurred by each Indemnified Party until paid by US Borrower, be added to the Liabilities of Trust is made; (i) any failure of US Borrower and be secured by the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the Collateral. The provisions of this Article 8; (k) any Section 19 shall survive the satisfaction and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any payment of the terms, covenants or agreements contained in any Lease; (I) other Liabilities and the payment termination of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanAgreement.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of TrustMortgage, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust Mortgage, and/or any other Loan Document; Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust Mortgage or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of TrustMortgage; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustMortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Mortgage is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (I1) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust Mortgage or in any other LoanLoan Document. Any amounts payable to Lender by reason of the application of this Section 8.1 shall become due and payable within five (5) Business Days after written demand and shall bear interest at the Default Rate from the date the loss or damage is

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: following (but excluding losses arising out of Lender’s gross negligence or willful misconduct): (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust Security Instrument, or the Loan Agreement Agreement, or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to to, or death of of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed Security Instrument, the Note, the Loan Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Il) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust Security Instrument or in any other Loan Document. Any amounts payable to Lender by reason of the application of this Section 8.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date Borrower is notified of such loss or damage until paid. For purposes of this Article 8, the term “Indemnified Parties” means Lender and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by this Security Instrument is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (including, but not limited to, participants in the Loan and investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan secured hereby for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, representatives, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan including, but not limited to, and any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).

General Indemnification. Borrower shallEach Lessee Party, at its sole cost whether or not ----------------------- any of the transactions contemplated hereby shall be consummated hereby assumes liability for, and expenseagrees to indemnify, protect, defend, indemnify, release save and hold keep harmless the Indemnified Parties on an after-tax basis (in accordance with Section 7.4) each Indemnitee from and ----------- against any and all claimsClaims that may be imposed on, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against such Indemnitee (whether because of action or omission, negligent or otherwise, by such Indemnitee or otherwise), whether or not such Indemnitee shall also be indemnified as to any Indemnified Parties such Claim by any other Person and directly whether or indirectly arising out of not such Claim arises or accrues prior to the Document Closing Date or after the Lease Termination Date, in any way relating to any one or more arising out of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note Operative Documents or any of the other Loan Documentstransactions contemplated thereby or any investigation, whether litigation or not suit is filed proceeding in connection with sametherewith, and any amendment, modification or waiver in respect thereof; or (b) the Site or any part thereof or interest therein; or (c) personal injury, death or property damage relating to the Property, including Claims based on strict liability in tort; or (d) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer or title, redelivery, use, financing, refinancing, operation, condition, sale (including any sale pursuant to Section 6.2 of the Lease or any sale pursuant to Article XVIII of the Lease), return or other disposition of all or any part of any interest in the Site or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, including, without limitation: (i) Claims or penalties arising from any violation of law, including Applicable Laws and Regulations, or in connection with Borrowertort (strict liability or otherwise), any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (dii) any accident, injury to or death of persons or loss of or damage to property occurring inthe environment (including investigation costs, on clean- up costs, response costs, remediation and removal costs, costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or about death or injury to any Person, and all expenses associated with the Property protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverable by any Lessee Party or any part thereof Indemnitee, (iv) any Claims resulting from the existence or on Release of any Hazardous Materials at or from the adjoining sidewalksSite and (v) any Claim for patent, curbstrademark, adjacent property tradename or adjacent parking areas, streets or wayscopyright infringement; provided that the matters in this Section shall be without -------- duplication of any matter for which indemnification is provided pursuant to the Environmental Indemnity; (e) any usethe offer, non-use issuance, sale or condition in, on delivery of the Notes or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysTrust Certificates; (f) the breach or alleged breach by any failure on the part Lessee Party of Borrower to perform any representation or to be warranty, covenant or agreement made by it or deemed made by it in compliance with any of the terms of this Deed of TrustOperative Document; (g) performance of the transactions contemplated hereby or by any labor or services or the furnishing of any materials or other property Operative Document, in respect of the Property application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c), of the Code; or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, other agreement entered into or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement assumed by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable Lessee Party in connection with the funding Site (including, in each case, matters based on or arising from the negligence of any Indemnitee). No Lessee Party shall be required to indemnify under this Section for (1) as to an Indemnitee, any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee to the extent resulting from the breach of representations, warranties or covenants of such Indemnitee, as determined by a court of competent jurisdiction in a final, binding, nonapplicable order, or (2) any Claims in respect of Taxes (such Claims to be subject to Section 7.2), other than a payment necessary to make payments under ----------- this Section on an after-tax basis; provided, that this clause (2) does not -------- apply to any taxes or penalties included in Claims against which the Indemnitee is provided an indemnification under clause (g) of this Section, and (3) as to an Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is responsible for discharging under the Operative Documents. In the event that the indemnification provided for herein is prohibited by Applicable Laws and Regulations, the Lessee Parties will contribute to a Claim to the maximum extent permitted by law. Each Lessee Party shall be entitled to control, and shall assume full responsibility for the defense of any Claim; provided, however, that Lessor, -------- ------- Trustee, Trust Company, Agent, each Lender and Investor named in such Claim may each retain separate counsel at the expense of each Lessee Party, in the event of and to the extent of a conflict or a potential conflict and shall give notice to each Lessee Party of the Loan; retention of such separate counsel. Lessee Party and each Indemnitee Person agree to give each other prompt written notice of any Claim hereby indemnified against but the giving of any such notice by an Indemnitee shall not be a condition to each Lessee Party's obligations under this Section, except to the extent failure to give such notice materially prejudices each Lessee Party's rights hereunder. Other than in the event of a conflict or (m) a potential conflict, each Lessee Party shall not be liable for the fees and expenses of separate counsel retained by any misrepresentation made by Borrower in Indemnitee. After an Indemnitee has been fully indemnified for a Claim pursuant to this Deed Section, and so long as no Event of Trust Default under the Lease shall have occurred and be continuing, each Lessee Party shall be subrogated to any right of such Indemnitee with respect to such Claim. None of the Indemnitees shall settle a Claim without the consent of each Lessee Party, which consent shall not be unreasonably withheld or in any other Loandelayed.

General Indemnification. Borrower shallTo the fullest extent permitted by law, at its sole cost and expense, protect, Contractor shall defend, indemnify, release indemnify and hold City, its officials, officers, employees, volunteers and agents free and harmless the Indemnified Parties from and against any and all claims, suitsdemands, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, lossescauses of action, costs, expenses, diminutions liability, loss, damage or injury, in valuelaw or equity, finesto property or persons, penaltiesincluding wrongful death, chargesin any manner arising out of or incident to any alleged negligent acts, feesomissions or willful misconduct of Contractor, expensesits officials, judgmentsofficers, awardsemployees, amounts paid in settlementagents, punitive damages, foreseeable subcontractors and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly subcontractors arising out of or in any way relating to any one or more connection with the performance of the following: (a) ownership of this Deed of TrustServices, the -Property Project or this Agreement, including without limitation the payment of all consequential damages, attorneys’ fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense, and risk, any interest therein and all such aforesaid suits, actions or receipt other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any Rents; (b) judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any amendment such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City or its directors, officials, officers, employees, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or restructuring ofrelate to the negligence, the Obligations (includingrecklessness, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement or willful misconduct of the provisions Contractor. This Section 5.1 shall survive any expiration or termination of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanAgreement.

General Indemnification. Borrower shallCorporation and SSS shall indemnify Sammarro if he was or is a party or is threatened to be made a party to any threatened, at its sole cost and expensepending or completed action, protectsuit or proceeding, defendwhether civil, indemnifycriminal, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities administrative or investigative (including, without limitationlimitation to, strict liabilitiesan act by or in the right of SSS) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or SSS or is or was serving at the request of Corporation or SSS as a director, trustee, officer, employee, partner, joint venture partner, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, fines and amounts paid in settlement, punitive damages, foreseeable settlement actually and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or reasonably incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender him in connection with the enforcement of the provisions of this Deed of Trust such action, suit or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed proceeding if he acted in connection with same, or good faith and in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation or SSS , and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which Sammarro shall have been adjudged to be liable to the Corporation or SSS unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the terms case, Sammarro fairly and reasonably is entitled to be indemnified for such expenses. Expenses (including attorney's fees) incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall be paid by Corporation and SSS in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of Sammarro to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by SSS or Corporation as authorized in the preceding sentences. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which Sammarro shall be entitled under the common law or the General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws of Corporation or SSS or any agreement, vote of their respective shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall continue after the termination of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker Agreement and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion shall inure to the recipient benefits of the proceeds their heirs, executors and administrators of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanSammarro.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, ​ ​ disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein other theory, whether brought by a third party or receipt of any Rents; (b) any amendment toby Borrower, Xxxxxxxx’s equity holders, affiliates, creditors or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) person, and regardless of whether any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit Indemnified Person is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto; provided that such indemnity shall not, as to a voluntary or involuntary federal or state bankruptcyany Indemnified Person, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion available to the recipient extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the proceeds gross negligence or willful misconduct of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanpromptly after demand therefor.

General Indemnification. Borrower Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, actual out-of-pocket expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: , unless solely caused by the gross negligence or willful misconduct of Mortgagee or to the extent that such Losses relate to the Property and arise after title to the Property has been transferred by foreclosure or deed in lieu of foreclosure: (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (including, but not limited toDebt, the Debt) and the Building Loan Note, the Building Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Building Loan Document; Documents; (c) any and all lawful action that may be taken by Lender Mortgagee in connection with the enforcement of the provisions of this Deed of Trust Security Instrument or the Senior Loan Agreement or the Senior Loan Note or any of the other Senior Loan Documents, whether or not suit is filed in connection with same, or in connection with BorrowerMortgagor, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; , (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower Mortgagor to perform or to be in compliance with any of the terms of this Deed of TrustSecurity Instrument; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion (following receipt of a written request therefor) to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loantransaction

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 00001000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanor

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless against: all losses, claims, damages, liabilities and related expenses (including Bank Expenses and the reasonable fees, charges and disbursements of any counsel for any Indemnified Parties Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. With respect to any Obligations paid or payable by Parent as a co-borrower hereunder, Intermediate Holding Company hereby indemnifies Parent from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgements, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable expenses and unforeseeable consequential damages, disbursements of whatever any kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon whatsoever arising from or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one Obligations that are payable or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken paid by Lender Parent in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether and any reasonable expenses arising therefrom or with respect thereto (the “Parent Indemnity Rights”), provided that, without the consent of Bank, Parent shall not suit is filed exercise or enforce the Parent Indemnity Rights until the Obligations (other than inchoate indemnity obligations or reimbursement obligations or other obligations that expressly survive termination of this Agreement) have been paid in connection full in cash in accordance with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect Agreement, all of the Property or any part thereof; (h) the failure commitments of any Person to file timely with the Internal Revenue Service an accurate Form 0000-XBank under this Agreement have been terminated, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanAgreement has been terminated.

General Indemnification. Borrower shallSubject to the provisions of this ARTICLE VIII (including the limitations hereinafter set forth), at its sole cost by adoption of this Agreement, Seller and expenseStockholders, protectjointly and severally, agree to defend, indemnify, release indemnify and hold harmless the Indemnified Parties from Buyer and NYBE, their respective officers, directors, employees, representatives, subsidiaries, affiliates and parent corporations against any and in respect of: A) Any and all claimsloss, suitsliability, liabilities cost, expense and damage arising in connection with, relating to or resulting from (includingi) any misrepresentation, without limitationbreach, strict liabilitiesnon-performance or inaccuracy of any representation, including any warranty contained in ARTICLE V or this Agreement, by Stockholders or Seller hereunder, (ii) any Excluded Liability, (iii) breach by Stockholders or Seller of any covenant by Stockholders or Seller made or contained in this Agreement or in any Exhibit, Schedule, certificate or document executed and delivered to Buyer by or on behalf of Seller or Stockholders in connection with this Agreement or the transactions contemplated herein, (iv) matters relating to or resulting from any liability, damage, loss, claim, cost or expense (including attorneys' fees) relating to matters which occurred or arose prior to or on the Closing, and (v) matters relating to or resulting from that certain Stock Purchase Agreement dated January 29, 1991, by and among Stockholders, Xxx Xxxxx-Xxxx, Xxxxxx X. Xxx Xxxxx, Xxxxxx X. Xxxx and Bagel Stop, Inc., and the related Noncompetition Covenant and Trade Secrets Agreement (the "Bagel Stop Agreements"); provided, however, Buyer and NYBE shall not be indemnified for Buyer's or NYBE's breach of the Trade Secrets Agreement, a form of which is attached hereto as Exhibit "K." B) Any and all costs, expenses (including settlement payments made as provided in this Agreement), actions, suits, proceedings, obligationsclaims, debtsdemands, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, assessments and judgments, awardsincident to or arising in connection with, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to or resulting from any one or more of the following: (a) ownership of this Deed of Trustbreach, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any usemisrepresentation, non-use performance or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; inaccuracy described in Sub- Paragraph (fA) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of TrustSection 8.01; (gand C) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any Any and all claims costs, expenses and demands whatsoever which may be asserted against Lender all other damages incurred by reason Buyer or NYBE in claiming, contesting or remedying any breach, misrepresentation, non-performance or inaccuracy described above, including, by way of any alleged obligations or undertakings on its part to perform or discharge any of the termsillustration and not limitation, covenants or agreements contained all reasonable legal and accounting fees, other professional expenses and all filing fees, and collection costs incident thereto and all such fees, costs and expenses incurred in any Lease; (I) the payment of any commissiondefending such matters which, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanif successfully prosecuted, would have been indemnifiable hereunder.

General Indemnification. The Borrower shallshall pay and indemnify the Bank, at its sole cost the Offshore Credit Providers, the Bank's parent company, and expenseeach of their respective officers, protectdirectors, defendemployees, indemnifycounsel, release agents and hold attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities (includingcosts, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costscharges, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature disbursements (including, but not limited to, reasonable including attorneys' fees and other disbursements and the allocated costs of defenseinternal counsel) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance, and administration of this Agreement and any other Credit Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation, or proceeding related to this Agreement, any violation of any Environmental Law by the Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (whether actual or alleged) of a Hazardous Substance on, under or about the property or operations of or property leased to the Borrower or any of its Subsidiaries, any transportation from or other off-site management of any Hazardous Substance generated or used by the Borrower or any of its Subsidiaries, or the loans and other extensions of credit hereunder or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "LossesINDEMNIFIED LIABILITIES"); PROVIDED, imposed upon or incurred by or asserted against that the Borrower shall have no obligation hereunder to any Indemnified Parties Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. The agreements and directly or indirectly arising out of or in any way relating to any one or more obligations of the following: (a) ownership of Borrower under this Deed of Trust, Section shall survive the -Property expiration or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement termination of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party commitment to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker extend credit hereunder and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding all other obligations of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanand the Acceptable Subsidiaries hereunder.

General Indemnification. The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release shall indemnify and hold each Bank, the Agent and each of their directors, officers, employees, Affiliates, attorneys and agents (collectively referred to herein as the "Bank Indemnitees") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature any expenses (including, but not limited to, including reasonable attorneys' fees and the allocated cost of in-house counsel) incurred by any such Bank Indemnitee in connection with any investigation or discovery served upon such Bank Indemnitee in connection with any such matter, whether or not any such Bank Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against such Bank Indemnitees by any Person other costs than the Bank with which such Bank Indemnitee is affiliated (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of defense) this Agreement, the Agent's Fee Letter, the Banks' Closing Fee Letter, any other Loan Documents, or any act, event or transaction related or attendant thereto; the making of Loans hereunder; the management of the Loans (including any liability under federal, state or local environmental laws or regulations); or the use or intended use of the proceeds of the Loans (collectively, the "LossesIndemnified Matters"); provided, imposed upon however, that the Borrower shall have no obligation to any Bank Indemnitee under this SECTION 11.7 with respect to Indemnified Matters to the extent such Indemnified Matters were caused by or resulted from the gross negligence or willful misconduct of a Bank Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall contribute to the payment and satisfaction of all Indemnified Matters incurred by the Bank Indemnitees the maximum portion which the Borrower is permitted to pay and satisfy under applicable law. This indemnification shall survive repayment by the Borrower of all Loans made under this Agreement and the termination of this Agreement, with or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more without occurrence of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanClosing Date.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold the Lender and each of its respective Affiliates and partners, directors, officers, employees, agents, trustees, administrators, managers, insurers, advisors and Representatives of the Lender and its respective Affiliates, including any receiver, administrator or liquidator of any kind (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and all direct losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Lender Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) any material breach or in material inaccuracy of any way relating to any one or more of the following: (a) ownership of representations and/or warranties contained in this Deed of Trust, the -Property Agreement or any interest therein of the other Loan Documents or receipt any breach of any Rents; (b) any amendment tocovenant, commitment or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, agreement by Borrower contained in this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether (ii) the use or not suit is filed in connection with sameproposed use of the Loan proceeds, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any environmental liability related in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party way to a voluntary Borrower or involuntary federal any of its Subsidiaries, or state bankruptcy, insolvency or similar proceeding; (div) any accidentactual or prospective claim, injury litigation, investigation or proceeding relating to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property foregoing, whether based on contract, tort or any part thereofother theory, whether brought by a third party or by Xxxxxxxx, and regardless of whether any Indemnified Person is a party thereto; (h) provided that such indemnity shall not, as to any Indemnified Person, be available to the failure extent that such losses, claims, damages, liabilities or related expenses are determined by the court of any Person to file timely competent jurisdiction in accordance with the Internal Revenue Service an accurate Form 0000provision of Section 13 above by final and non-X, Xxxxxxxxx for Recipients appealable judgment to have resulted from the gross negligence or willful misconduct of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the such Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanPerson.

General Indemnification. Borrower shallThe Indemnitors shall defend and indemnify Holding, at its sole cost Parent, Sub and expensethe Company, protectand their respective agents, defendaffiliates, indemnifysubsidiaries, release controlling persons, officers, directors, employees, successors and assigns (collectively, the "Indemnitees") for, and hold the Indemnitees wholly harmless the Indemnified Parties from and against against, any and all claimslosses, suitsliabilities, liabilities damages, costs (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, court costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable ) and unforeseeable consequential damages, of whatever kind or nature expenses (including, but not limited towithout limitation, reasonable attorneys' fees and other costs of defensefees) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of such Indemnitee as a result of, or in any way relating to connection with, any one or more of the following: (a) ownership of this Deed of Trustthe Divestiture (including, without limitation, to the extent such steps are taken, the -Property formation of the Indemnitors, the transfer of the Unacquired Assets to the Indemnitors, the transfer by Suburban Holdings, LP of all of its limited liability company interest in the Liquidating LLC to SLA Properties, Inc. ("SLAPI") and Suburban Management, Inc. ("SMI"), the transfer by Suburban Construction, Inc. ("SCI"), SLAPI and SMI of their respective limited liability company interests in the Liquidating LLC to the Company, the issuance of a 1% limited liability company interest in the Liquidating LLC to its managing member, the transfer by the Company of all of its limited liability company interest in the Liquidating LLC to the Trustee, the transfer of Beneficial Interests to the Beneficiaries, any tax consequences associated with any of the foregoing and any liability (including, without limitation, any environmental liability or litigation) arising out of or related to any interest therein or receipt of any Rentsthe Unacquired Assets); (b) any amendment toall matters otherwise relating to the Indemnitors, whether arising or restructuring of, occurring prior to or after the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan DocumentEffective Time; (c) any and all lawful action that may be taken by Lender in connection with the enforcement failure of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection Divestiture to comply with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or applicable state bankruptcy, insolvency or similar proceedingand Federal securities laws; and (d) the amounts paid to holders of Dissenting Shares to the extent any accident, injury such amounts are attributable to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonBeneficial Interests as determined by a court in accordance with Section 14-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any 2-1330 of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect GBCC. Any of the Property or any part thereof; foregoing described in clauses (ha), (b), (c) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (md) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanabove are collectively herein referred to as "Losses".

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, any Credit Extension or the use or proposed use of the proceeds therefrom, any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit is filed in connection with same, or in connection with by Borrower, and regardless of whether any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a voluntary court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or involuntary federal or state bankruptcywillful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, insolvency or similar proceeding; (d) claims, damages, etc. arising from any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanTax claim.

General Indemnification. Borrower shall, at its sole cost and expense, protectprotect (with legal counsel reasonably acceptable to Beneficiary), defend, indemnify, release and hold harmless the Beneficiary, the Lenders, and their successors, assigns, subsidiaries, affiliates, attorneys and agents and each of their respective officers, directors, employees, attorneys, agents, advisors, consultants, contractors and other representatives (collectively, the “Indemnified Parties Parties”) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, EXHIBIT G-1 – CBL 4873-9001-7310\2 expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of Trust, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Credit Agreement, this Deed of Trust and/or Trust, or any other Loan Document; ; (c) any and all lawful action that may be taken by Lender Beneficiary in connection with the enforcement of the provisions of this Deed of Trust or Trust, the Loan Agreement or Credit Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or any indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust, the Note, the Credit Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal RequirementsLaws; (j) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 89; (k) any and all claims and demands whatsoever which may be asserted against Lender Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Il) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanLoan Document, except to the extent that such Losses result from the willful misconduct, gross negligence or illegal acts of Beneficiary, or to the extent that the incident or occurrence that gave rise to such Losses first occurred after the date that Beneficiary acquired possession of the Property as a mortgagee in possession or title to the Property by the completion of a foreclosure or deed-in-lieu thereof (each a “Transition Event”). Any amounts payable to Beneficiary by reason of the application of this Section 9.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date the Loss is first sustained by the applicable Indemnified Party until paid. Each Indemnified Party is a third party beneficiary under this Deed of Trust, each entitled to enforce the provisions of this Deed of Trust.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related documented expenses (including Bank Expenses and the reasonable documented fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein other theory, whether brought by a third party or receipt of any Rents; (b) any amendment toby Xxxxxxxx, Borrower’s equity holders, affiliates, creditors or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) person, and regardless of whether any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit Indemnified Person is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a voluntary court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or involuntary federal or state bankruptcy, insolvency or similar proceeding; (dwillful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This section 11.3(a) shall not apply with respect to Taxes other than Taxes that represent Claims arising from any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanTax claim.

General Indemnification. Borrower shallBorrower, at its sole cost each Credit Party and expense, protecteach Guarantor hereby jointly and severally agrees to and shall indemnify, defend, indemnify, release protect and hold Lender, Medical Capital Corporation, Medical Provider Financial Corporation I, Medical Provider Financial Corporation II, and each of their Affiliates, and each of their respective officers, directors, members, employees, attorneys, agents, and representatives (each, an “Indemnified Person”) free and harmless the Indemnified Parties from and against any and all claimslegal actions, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind proceedings or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by claims brought or asserted against any Indemnified Parties Person for damages, losses, liabilities and expenses (including reasonable attorneys’ fees, witness and expert witness fees, court fees and charges, and disbursements and other costs of investigation or defense, including those incurred upon any appeal or in any Bankruptcy Proceeding) directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership the execution and delivery of this Deed of Trustthe Original Credit Agreement by an Indemnified Person, the -Property or any interest therein or receipt of any Rents; (b) any amendment tothe execution and delivery of this Agreement by an Indemnified Person, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) the execution and delivery of any Loan Document by an Indemnified Person, (d) the execution and all lawful action that may be taken delivery of any New Loan Document by Lender in connection with an Indemnified Person, (e) the enforcement making of the provisions Loan by an Indemnified Person, (f) the making of this Deed of Trust the New Loan by an Indemnified Person, or (g) any Lender Liability Claims brought or asserted against an Indemnified Person with respect to the Loan or New Loan. Notwithstanding anything to the contrary contained in this Agreement, the maximum liability of all Credit Parties as Credit Parties pursuant to this Section 9.1 in the aggregate shall be limited to One Million Dollars ($1,000,000); provided, however, that such limitation shall not be applicable to any Credit Party’s individual liability for the payment and performance of any liabilities and obligations under any other New Loan Document (including any pledge agreement or guaranty) to which such Credit Party is a direct party. With respect to the liability of Credit Parties hereunder, Lender agrees to seek payment of any financial Obligations (other than principal and interest payments) from Borrower but in the event Borrower fails to pay within five (5) days, then Lender shall be entitled to pursue its right to such payment from Borrower and/or Credit Parties. Lender further agrees that, with respect to any liability or obligation of a Credit Party under this Credit Agreement or any other New Loan Document, Lender’s only recourse shall be against the Note Credit Party itself and any Collateral provided by the Credit Party. In this regard, Lender hereby acknowledges that, except for distributions actually made by a Credit Party to an Individual(s) (defined below), it is not looking to any constituent member or other equity owner who is a natural person, or any manager, officer, director, employee or other individual representative of any Credit Party (“Individuals”) for recourse, and waives any rights it may have, by virtue of alter ego, “piercing the veil,” undercapitalization, failure to observe corporate or limited liability company formalities, or any other legal theory, to pursue causes of action under this Agreement or any other New Loan Document against any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanIndividuals.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: , except, in each case, to the extent arising out of any Indemnified Party’s gross negligence or willful misconduct: (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or Security Instrument, the Loan Agreement or Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor Guarantor or indemnitor Indemnifying Person and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed Security Instrument, the Note, the Loan Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 89; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Il) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanbe

General Indemnification. Borrower shallWithout limiting any other rights which the Agent (including, at without limitations, its sole cost officers, directors, employees and expenseagents), protectany Certificateholder or Letter of Credit Bank (each, defendan "Indemnified Party") may have hereunder or under applicable law, indemnify, release and hold harmless the Issuer hereby agrees to indemnify each Indemnified Parties Party from and against any and all taxes, claims, suits, losses, liabilities and expenses (including, without limitation, strict liabilities)costs and expenses of litigation, actions, proceedings, obligations, debtsand of investigation and reasonable counsel fees, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, judgments and amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectivelyall of the foregoing being collectively referred to as "Indemnified Amounts") arising out of or resulting from this Agreement the activities of the Issuer in connection herewith, the "Losses"Issuer's use of proceeds from the issuance of the Certificate and the interest conveyed under the Pledge Agreement in the Pledged Collateral, EXCLUDING, HOWEVER, (a) Indemnified Amounts to the extent resulting from the willful misconduct or gross negligence of such Indemnified Party, (b) recourse for uncollectible Pledged Collateral (unless such Pledged Collateral is uncollectible as a result of any breach by the Issuer) (c) indemnification for lost profits or for consequential, special or punitive damages or (d) any income or franchise taxes (or any interest or penalties with respect thereto) or other taxes on or measured by the gross or net income or receipts of such Indemnified Party. Without limiting or being limited by the foregoing (other than clauses (a), imposed upon or incurred by or asserted (b), (c) and (d)), the Issuer shall pay to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Parties Amounts relating to or resulting from: (i) reliance on any representation or warranty or statement made or remade by the Issuer under or in connection with this Agreement or any other Transaction Document, or in any certificate or any other information or report delivered by the Issuer from time to time, containing an untrue fact or a materially misleading omission; (ii) any failure by the Issuer or the Portfolio Manager to comply with this Agreement or any other Transaction Document, or the failure by the Issuer to comply with any applicable law or regulation with respect to any Pledged Collateral; (iii) the failure to vest and directly maintain vested in the Issuer an ownership interest in the Pledged Collateral or indirectly the failure to vest and maintain vested in the Agent, a security interest in the Pledged Collateral, which in each case, is free and clear of any other lien, to the extent such security interest may be perfected by the filing of a financing statement or possession, constitutes a first priority perfected ownership or security interest, as the case may be; (iv) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pledged Collateral, whether at the time of a grant of a security interest therein hereby or reinvestment of the proceeds thereof or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of any obligor of any Pledged Collateral or other defense relating to such obligor's inability to pay) of any obligor of any Pledged Collateral to the payment of any Pledged Collateral including a defense based on such Pledged Collateral not being a legal, valid and binding obligation of such obligor enforceable against it in accordance with its terms; (vi) any investigation, litigation or proceeding related to this Agreement or any Transaction Documents or the use of proceeds from the issuance of the Certificate, or in respect of the Pledged Collateral; (vii) the failure of the Issuer or the Portfolio Manager to perform any of its duties or obligations under or in connection with any Pledged Collateral; (viii) any failure by the Issuer to be duly qualified to do business or be in good standing in any jurisdiction in which such qualification or good standing is necessary for the enforcement of any Pledged Collateral; (ix) the failure of the Issuer to remit collections or payments with respect to any Pledged Collateral as required under this Agreement or any other Transaction Document or the commingling of such collections or payments at any time with other funds prior to distribution under the any Transaction Document; (x) any lender liability or equitable subordination claim, suit or action or any other similar claim or action (including any claim of a lending obligation on the part of the Agent) arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust Pledged Collateral, or the Loan Agreement use, possession, ownership or operation by the Issuer or the Note Portfolio Manager or any affiliate thereof of any of the other Loan Documents, whether Pledged Collateral that constitute real property or not suit is filed in connection with same, any environmental liability claim allegedly arising out of or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; such real property; (dxi) any accident, injury to act or death of persons omission by the Issuer or loss of or damage to property occurring in, on or about the Property or any part thereof or on Portfolio Manager impairing the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any security interest of the terms of this Deed of Trust; (g) performance of any labor or services Agent or the furnishing of any materials or other property Certificateholders in respect of the Property or any part thereof; Pledged Collateral; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (ixii) any failure of the Property Issuer to pay any tax or governmental fee; or (xiii) the failure of the Certificate to be in compliance with any Legal Requirements; treated as indebtedness of the Issuer for federal, state, foreign and local income or franchise tax purposes (j) it being agreed that the enforcement by any of Indemnified Amounts shall include such additional amounts as may be required to indemnify the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanan after-tax basis).

General Indemnification. Borrower shallCorporation shall indemnify GP if he was or is a party or is threatened to be made a party to any threatened, at its sole cost and expensepending or completed action, protectsuit or proceeding, defendwhether civil, indemnifycriminal, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities administrative or investigative (including, without limitationlimitation to, strict liabilitiesan act by or in the right of Corporation) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or Corporation or is or was serving at the request of Corporation or as a director, trustee, officer, employee, partner, joint venture partner, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, fines and amounts paid in settlement, punitive damages, foreseeable settlement actually and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or reasonably incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender him in connection with the enforcement of the provisions of this Deed of Trust such action, suit or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed proceeding if he acted in connection with same, or good faith and in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation , and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which GP shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the terms case, GP fairly and reasonably is entitled to be indemnified for such expenses. Expenses (including attorney's fees) incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall be paid by Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of GP to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by Corporation as authorized in the preceding sentences. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which GP shall be entitled under the common law or the General Corporation Law of the State of Florida or the Articles of Incorporation or Bylaws of Corporation or any agreement, vote of its shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall continue after the termination of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker Agreement and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion shall inure to the recipient benefits of the proceeds their heirs, executors and administrators of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanGP.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, reasonable to attorneys' fees and other costs of defense) (collectively, the "Losses"), ) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: , except to the extent the following relate solely to an Indemnified Party's gross negligence or willful misconduct: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement Security Instrument or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor Guarantor or indemnitor Indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (db) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ec) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthereof; (fd) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of TrustSecurity Instrument; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (he) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trustthe Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (if) any failure of the Property to be in compliance with any Legal RequirementsApplicable Laws; (jg) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 811; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (Ih) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (mi) any misrepresentation made by Borrower in this Deed of Trust Security Instrument or in any other Loan Document. Any amounts payable to Lender by reason of the application of this Section 11.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date notice of damage is provided to Borrower by Lender until paid. For purposes of this Article 11, the term "Indemnified Parties" means Lender and any person or entity who is or will have been involved in the origination of the Loan, any person or entity who is or will have been involved in the servicing of the Loan, any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded and persons and entities who may hold or acquire or will have held a full or partial interest in the Loan, including, but not limited to, custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan.

General Indemnification. Borrower shallServicer hereby agrees to defend, indemnify and hold harmless, all at its sole cost and Servicer’s expense, protect, defend, indemnify, release and hold harmless the Navient Indemnified Parties from and against any and all claimsLosses and threatened Losses for, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingof: (a) ownership any breach by Servicer, Servicer Agents or Servicer Personnel of this Deed of TrustServicer’s representations, warranties, covenants or obligations as set forth in the -Property or any interest therein or receipt of any RentsAgreement; (b) any amendment togross negligence, willful misconduct or restructuring offraud of Servicer, Servicer Agents or Servicer Personnel arising in connection with the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender personal injury or death to persons, or physical damage to tangible or real property, arising from the negligence or willful misconduct of Servicer, Servicer Agents or Servicer Personnel in connection with the enforcement Agreement; (d) breach by Servicer, Servicer Agents or Servicer Personnel of any confidentiality or data protection obligations under the provisions of this Deed of Trust or the Loan Agreement or the Note unauthorized disclosure or misappropriation by Servicer, Servicer Agents or Servicer Personnel of any of the other Loan DocumentsNavient Confidential Information, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; including NPPI; (e) any useclaim or action by, non-use or condition inon behalf of, on or about the Property any Servicer Personnel or any part thereof other prospective, then-current or on the adjoining sidewalks, curbs, adjacent property former employees of Servicer or adjacent parking areas, streets Servicer Agents arising with respect to their employment or ways; (f) any failure on the part of Borrower to perform prospective employment with Servicer or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; Servicer Agents including (i) any failure claims that such individual is an employee of Navient or a Navient Entity (or that Navient or any Navient Entity is a joint employer, single employer, agent or alter ego of Servicer or Servicer Agents), (ii) any claims arising from or relating to such alleged employment or the termination of such alleged employment, including claims relating to hiring policies and decisions, claims for payment of wages or benefits, claims relating to occupational safety and health, workers’ compensation, ERISA, unemployment compensation, or other Law, (iii) any claims relating to the handling and processing of any and all immigration issues and requirements (whether located in the United States or elsewhere), (iv) any claims for harassment, discrimination, or retaliation or wrongful termination of any kind and (v) hiring practices and decisions of Servicer or Servicer Personnel relating to the hiring of the Property Servicer Personnel; MASTER TERMS AGREEMENT (f) the failure by Servicer, any Servicer Agents or Servicer Personnel to be in compliance obtain, maintain or comply with any Legal Requirements; Governmental Approvals or consents that are its or their responsibility under the Agreement or fulfill its or their obligations with respect to Laws (including all applicable Servicer Laws) as set forth in the Agreement; (g) claims by Governmental Authorities for fines, penalties, sanctions, late charges or other remedies arising from the failure by Servicer, Servicer Agents or Servicer Personnel to perform its or their obligations under the Agreement; (h) any claim initiated by a potential or actual Servicer Agent (including Affiliates of Servicer) asserting rights in connection with or arising under the Agreement; (i) any amounts assessed against Navient or a Navient Entity, including taxes, penalties and interest, that are the obligation of Servicer or any Servicer Agent or Servicer Personnel under the Agreement; (j) any claim arising out of or related to the enforcement by failure of Servicer, Servicer Personnel or Servicer Agents to observe or perform obligations to be observed or performed on or after the Effective Date under any of third-party contract for which Servicer has assumed operational, administrative, management, support or financial responsibility or with which Servicer is required to comply pursuant to the Indemnified Parties of the provisions of this Article 8Agreement, including licenses for Software to which Servicer and Servicer Agents have access or use rights and Third Party Contracts; and (k) any claim arising out of or related to the failure of Servicer, Servicer Personnel or Servicer Agents to observe or perform obligations to be observed or performed on or after the Effective Date under any lease or sublease agreement between Servicer and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanNavient Entity.

General Indemnification. Borrower shallLessee shall pay, at its sole cost and expense, protect, defend, indemnify, release shall indemnify and hold harmless the Indemnified Parties ----------------------- Lessor xxxx-xxxx on an after-tax basis from and against against, any and all liabilities, causes of action, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debtspenalties, damages, losses, costscosts or expenses (including attorneys' fees), expensesobligations, diminutions in valueliabilities, fines, penalties, charges, fees, expenses, demands and judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damagesLiens, of whatever kind or any nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) whatsoever (collectively, the a "LossesLiability"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly ) arising out of or in any way related to: (a) the Lease Documents, (b) the manufacture, purchase, ownership, selection, acceptance, rejection, possession, lease, sublease, operation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, delivery, nondelivery, return or other disposition of or any other matter relating to any one or more Item of the following: (a) ownership of this Deed of Trust, the -Property Equipment or any interest therein part or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations portion thereof (including, but not limited toin each case and without limitation, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any latent or other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentsdefects, whether or not suit is filed in connection with same, or in connection with Borrowerdiscoverable, any guarantor claim for patent, trademark or indemnitor and/or copyright infringement) and any partnerand all Liabilities in any way relating to or arising out of injury to persons, member________________________________________________________________________________ properties or the environment or any and all Liabilities based on strict liability in tort, joint venturer negligence, breach of warranties or shareholder thereof becoming violations of any regulatory law or requirement, (c) a party failure to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; comply fully with Applicable Law and (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any Lessee's failure on the part of Borrower to perform any covenant, or to be in compliance with any of the terms of this Deed of Trust; (g) performance Lessee's breach of any labor representation or services or warranty, hereunder; provided, that the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion foregoing indemnity -------- shall not extend to the recipient Liabilities to the extent resulting solely from the gross negligence or willful misconduct of the proceeds of the transaction in connection with which this Deed of Trust is made; Lessor. Lessee shall promptly deliver to Lessor (i) copies of any failure documents received from the United States Environmental Protection Agency or any state, county or municipal environmental or health agency and (ii) copies of the Property to be in compliance with any Legal Requirements; (j) the enforcement documents submitted by Lessee or any of its subsidiaries to the Indemnified Parties of United States Environmental Protection Agency or to any state, county or municipal environmental or health agency concerning the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations Equipment or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanoperation

General Indemnification. Each Borrower shall, at its sole cost and expense, protect, defend, indemnify, release agrees to indemnify and hold harmless the Indemnified Parties each Lender from and against any and all claims, suitsactions and suits whether groundless or otherwise, liabilities (including, without limitation, strict and from and against any and all liabilities), actions, proceedings, obligations, debts, damages, losses, costsdamages and expenses of every nature and character arising out of this Credit Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby, expensesincluding (a) any actual or proposed use by the Borrowers of the proceeds of any of the Loans, diminutions in value(b) any Borrower entering into or performing this Credit Agreement or any of the other Loan Documents or (c) with respect to any Borrower and its properties and assets, finesthe violation of any Environmental Law, penaltiesthe presence, chargesdisposal, feesescape, expensesseepage, judgmentsleakage, awardsspillage, amounts paid in settlementdischarge, punitive damagesemission, foreseeable and unforeseeable consequential damagesrelease or threatened release of any Hazardous substances or any action, of whatever kind suit, proceeding or nature investigation brought or threatened with respect to any Hazardous Substances (including, but not limited toto claims with respect to wrongful death, personal injury or damage to property), in each case including the reasonable attorneys' fees and disbursements of counsel for the Agent, incurred in connection with any such investigation, litigation or other costs of defenseproceeding; provided, however, that the Borrowers shall not have any obligation to indemnify the Agent or the Lenders for any liabilities, losses, damages or other expenses (i) (collectivelyincurred in connection with any litigation commenced by any Borrower against the Agent or any Lender, or by the "Losses"), imposed upon Agent or incurred by or asserted any Lender against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of TrustBorrower, the -Property or any interest therein or receipt which seeks enforcement of any Rents; (b) any amendment to, rights hereunder or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or under any other Loan Document; (c) any Document and all lawful action that may be taken by Lender in connection with is determined adversely to the enforcement of the provisions of this Deed of Trust Agent or the Loan Agreement Lenders in a final non-appealable judgment or (ii) to the Note extent such liabilities, losses, damages or other expenses result directly from the Agent's or any of Lender's gross negligence, fraud or willful misconduct. If, and to the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about extent that the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance obligations of any labor or services or Borrower under this ss.15 are unenforceable for any reason, the furnishing of any materials or other property in respect of Borrowers hereby agree to make the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion maximum contribution to the recipient payment in satisfaction of the proceeds of the transaction in connection with such obligations which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanpermissible under applicable law.

General Indemnification. Borrower shall, at its sole cost and expense, protectshall indemnify, defend, indemnify, release and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, lossesliabilities, costs, expenses, diminutions in value, fines, penaltiesand related reasonable documented out-of-pocket expenses (including Bank Expenses and the reasonable documented out-of-pocket fees, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or in any way relating to any one or more of the following: (a) ownership delivery of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; , or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (cii) any and all lawful action that may be taken by Lender in connection with Credit Extension or the enforcement use or proposed use of the provisions proceeds therefrom, (iii) any actual or alleged presence or release of this Deed of Trust hazardous materials on or the Loan Agreement from any property owned or the Note operated by Borrower or any of the other Loan Documents, whether or not suit is filed in connection with sameits Subsidiaries, or any environmental liability related in connection with Borrowerany way to Borrower or any of its Subsidiaries, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (div) any accidentactual or prospective claim, injury litigation, investigation or proceeding relating to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property foregoing, whether based on contract, tort, or any part thereofother theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; (h) provided that such indemnity shall not, as to any Indemnified Person, be available to the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-Xextent that such losses, Xxxxxxxxx for Recipients of Proceeds from Real Estateclaims, Broker and Barter Exchange Transactionsdamages, which may be required in connection with this Deed of Trustliabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to supply a copy thereof in a timely fashion to have resulted from the recipient gross negligence or willful misconduct of the proceeds of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection promptly after demand therefor. This section 11.3(a) shall not apply with the funding of the Loan; or (m) respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any misrepresentation made by Borrower in this Deed of Trust or in any other Loannon-Tax claim.

General Indemnification. Except to the extent caused by the gross negligence, fraud, illegal acts or willful misconduct of the Indemnified Parties (defined below), Individual Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined), from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited tolimited, to reasonable attorneys' ’ fees of outside counsel and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Documents, each to the extent required or requested by Borrower; (c) any and all lawful action that may be taken by Lender Agent in connection with the enforcement of the provisions of this Deed of Trust or Security Instrument, the Loan Agreement or Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Individual Borrower, any other Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to to, or death of of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Individual Borrower or any other Borrower to perform or to be in compliance with any of the terms of this Deed Security Instrument, the Note, the Loan Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Borrower or Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanthe

General Indemnification. Each Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable and documented out-of-pocket fees, expenses, judgments, awards, amounts paid charges and disbursements of a single counsel for all Indemnified Persons (in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseaddition to a single local counsel in each relevant jurisdiction)) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any environmental liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit is filed in connection with same, or in connection with by any Borrower, and regardless of whether any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming Indemnified Person is a party thereto; provided that such indemnity shall not, as to a voluntary or involuntary federal or state bankruptcyany Indemnified Person, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion available to the recipient extent that such losses, claims, damages, liabilities or related expenses are determined by a court of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement competent jurisdiction by any of the Indemnified Parties of the provisions of this Article 8; (k) any final and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loannonappealable judgment

General Indemnification. Borrower shallEach Borrower, at its sole cost each Credit Party and expense, protecteach Guarantor hereby jointly and severally agrees to and shall indemnify, defend, indemnify, release protect and hold Lender, Medical Capital Corporation, Medical Provider Financial Corporation I, Medical Provider Financial Corporation II, and each of their Affiliates, and each of their respective officers, directors, members, employees, attorneys, agents, and representatives (each, an “Indemnified Person”) free and harmless the Indemnified Parties from and against any and all claimslegal actions, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind proceedings or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by claims brought or asserted against any Indemnified Parties Person for damages, losses, liabilities and expenses (including reasonable attorneys’ fees, witness and expert witness fees, court fees and charges, and disbursements and other costs of investigation or defense, including those incurred upon any appeal or in any Bankruptcy Proceeding) directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership the execution and delivery of this Deed of Trustthe Credit Agreement by an Indemnified Person, the -Property or any interest therein or receipt of any Rents; (b) the execution and delivery of this Amendment No. 1 by an Indemnified Person, (c) the execution and delivery of any amendment toLoan Document by an Indemnified Person, (d) the execution and delivery of any New Loan Document by an Indemnified Person, (e) the making of the Loan by an Indemnified Person, (f) the making of the New Loan by an Indemnified Person, or restructuring of(g) any Lender Liability Claims brought or asserted against an Indemnified Person with respect to the Loan or New Loan. Notwithstanding anything to the contrary contained in this Amendment No. 1, the maximum liability of all Credit Parties as Credit Parties pursuant to this Section 4.1 in the aggregate shall be limited to One Million Dollars ($1,000,000); provided, however, that such limitation shall not be applicable to any Credit Party’s individual liability for the payment and performance of any liabilities and obligations under any other Loan Document (including any pledge agreement or guaranty) to which such Credit Party is a direct party. With respect to the liability of Credit Parties hereunder, Lender agrees to seek payment of any financial Obligations (includingother than principal and interest payments) from Borrowers but in the event Borrowers fail to pay within five (5) days, but not limited tothen Lender shall be entitled to pursue its right to such payment from Borrowers and/or Credit Parties. Lender further agrees that, the Debt) and the Note, the Loan Agreement, with respect to any liability or obligation of a Credit Party under this Deed of Trust and/or Credit Agreement or any other Loan Document; , Lender’s only recourse shall be against the Credit Party itself and any Collateral provided by the Credit Party. In this regard, Lender hereby acknowledges that, except for distributions actually made by a Credit Party to an Individual(s) (cdefined below), it is not looking to any constituent member or other equity owner who is a natural person, or any manager, officer, director, employee or other individual representative of any Credit Party (“Individuals”) for recourse, and waives any and all lawful rights it may have, by virtue of alter ego, “piercing the veil,” undercapitalization, failure to observe corporate or limited liability company formalities, or any other legal theory, to pursue causes of action that may be taken by Lender in connection with the enforcement of the provisions of under this Deed of Trust or the Loan Credit Agreement or the Note or any other Loan Document against any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanIndividuals.

General Indemnification. Except to the extent caused by the gross negligence, fraud, illegal acts or willful misconduct of the Indemnified Parties, each of Borrower and Operator shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, actual out-of-pocket costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, damages and foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable third party attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: following (without regard to cause or causes thereof, including pre-existing conditions, strict liability, or the negligence of any party or parties (including Lender or Trustee) whether such negligence be sole, joint or concurrent, or passive): (a) ownership of this Deed of Trust, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Trust, or any other Loan Document; Documents (other than in connection with a securitization pursuant to Section 9.1 of the Loan Agreement), each to the extent required by Borrower or Operator; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or Trust, the Loan Agreement or Agreement, the Note or any of the other Loan Documents, each to the extent required by Borrower or Operator, whether or not suit is filed in connection with same, or in connection with BorrowerBorrower or Operator, any guarantor Guarantor or indemnitor any Indemnifying Person and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (hg) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (ih) any failure of the Property to be in compliance with any Legal Requirements; (ji) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 89; (kj) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; or (Ik) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) Operator which may be payable in connection with the funding of the Loan; or (m) . Any amounts payable to Lender by reason of the application of this Section 9.1 shall become due and payable upon Lender’s written demand and delivery of reasonable backup documentation therefor, and any misrepresentation made by Borrower such amounts that are not paid when due and shall bear interest at the Default Rate from the date such amounts become due and payable until paid. For purposes of this Article 9, the term “Indemnified Parties” has the meaning ascribed to the term “Indemnified Person” in this Deed of Trust or in any other Loanthe Loan Agreement.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release The Co-Borrowers shall indemnify and hold each Bank, the Issuing Bank, the Agent and each of their directors, officers, employees, Affiliates, attorneys and agents (collectively referred to herein as the "Bank Indemnitees") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable any actual and unforeseeable consequential damages, of whatever kind or nature reasonable expenses (including, but not limited to, reasonable including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Bank Indemnitee in connection with any investigation, or discovery served upon such Bank Indemnitee, in connection with any such matter, whether or not any such Bank Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against such Bank Indemnitees by any Person other costs than the Bank with which such Bank Indemnitee is affiliated (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of defense) this Agreement, any term sheets or commitment letters relating thereto, any other Loan Documents, or any act, event or transaction related or attendant thereto; or to the making of Loans hereunder, or the management of the Loans (including any liability under federal, state or local environmental laws or regulations), the use or intended use of the proceeds of the Loans (collectively, the "LossesIndemnified Matters"); provided, imposed upon or incurred however, that the Co-Borrowers shall have no obligation to any Bank Indemnitee under this Section 10.8 with respect to Indemnified Matters to the extent such Indemnified Matters were caused by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds resulted from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) the gross negligence or willful misconduct of a Bank Indemnitee as determined by a final non-appealable order of a court of competent jurisdiction or (ii) claims of Banks against other Banks or the Agent not attributable to any act or failure to act of any Co-Borrower and for which the Property Co-Borrowers otherwise have no liability hereunder. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be in compliance with unenforceable because it is violative of any Legal Requirements; (j) law or public policy, the enforcement Co-Borrowers shall contribute to the payment and satisfaction of all Indemnified Matters incurred by any the Bank Indemnitees the maximum portion which the Co-Borrowers are permitted to pay and satisfy under Applicable Law. This indemnification shall survive repayment by the Co-Borrowers of all Loans made under this Agreement and the Indemnified Parties of the provisions termination of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanAgreement.

General Indemnification. Borrower shallIn connection with any registration or qualification of the Registrable Securities under this Agreement, at its sole cost and expense, protect, defend, indemnify, release (i) the Company shall indemnify and hold harmless each of the Indemnified Parties from and Holders, including but not limited to each Person', if any, who controls a Holder within the meaning of Section 15 of the Act, against any and all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable liabilities and unforeseeable consequential damages, of whatever kind or nature expenses (including, including but not limited toto reasonable expenses incurred in investigating, reasonable attorneys' fees preparing and other costs of defensedefending against any claim) (collectivelyto which a Holder or such controlling person may become subject under the Act, the "Losses")Exchange Act or otherwise, imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising insofar as the same arise out of or are based upon or are caused by any untrue statement or alleged untrue statement of a material fact contained in any way relating Registration Statement or Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) furnished pursuant to this Agreement or insofar as the same arise out of or are based upon or are caused by any one omission or more alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were based upon or were caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon written information furnished to the following: (a) ownership Company by or on behalf of this Deed of Trust, the -Property any Holder or any interest therein such control person for inclusion in any Registration Statement or receipt of Prospectus (and any Rents; amendments or supplements thereto), and (bii) each Holder, severally and not jointly, shall indemnify the Company, its affiliates, any amendment toperson who signed any Registration Statement, or restructuring ofand their respective officers, the Obligations directors and control persons against all such losses, claims, damages, liabilities and expenses (including, including but not limited toto reasonable expenses incurred in investigating, preparing and defending against any claim) insofar as the Debt) and the Note, the Loan Agreement, this Deed same are ultimately determined to have arisen out of Trust and/or or were based upon or were caused by any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust such untrue statement or the Loan Agreement or the Note alleged untrue statement or any such omission or alleged omission based upon written information furnished to the Company by or on behalf of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property such Holder or any part thereof or on such control person for the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained inclusion in any Lease; Registration Statement or Prospectus (I) the payment of and any commission, charge amendments or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loansupplements thereto).

General Indemnification. Each Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable and documented out-of-pocket fees, expenses, judgments, awards, amounts paid charges and disbursements of a single counsel for all Indemnified Persons (in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseaddition to a single local counsel in each relevant jurisdiction)) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any environmental liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit is filed in connection with same, or in connection with by any Borrower, and regardless of whether any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming Indemnified Person is a party thereto; provided that such indemnity shall not, as to a voluntary or involuntary federal or state bankruptcyany Indemnified Person, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion available to the recipient extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the proceeds bad faith, gross negligence or willful misconduct of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanpromptly after demand therefor.

General Indemnification. Borrower shallThe Lessee agrees, at its sole cost whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and expenseto indemnify, protect, defend, indemnifysave and keep harmless each Indemnitee, release and hold harmless the Indemnified Parties on an After Tax Basis, from and against against, any and all claimsClaims that may be imposed on, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against such Indemnitee (whether because of action or omission by such Indemnitee or otherwise), whether or not such Indemnitee shall also be indemnified as to any Indemnified Parties such Claim by any other Person and directly whether or indirectly arising out of not such Claim arises or accrues prior to the Documentation Date or after the Expiration Date, in any way relating to any one or more of the followingarising out of: (a) ownership any of this Deed of Trust, the -Property Operative Documents or any interest therein of the transactions contemplated thereby, and any amendment, modification or receipt of any Rentswaiver in respect thereof; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on interest therein; (c) the adjoining sidewalkspurchase, curbsdesign, adjacent property construction, preparation, installation, inspection, delivery, non- delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, (1) Claims or adjacent parking areaspenalties arising from any violation of law or in tort (strict liability or otherwise), streets (2) latent or ways; other defects, whether or not discoverable, (e3) any use, non-use Claim based upon a violation or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any alleged violation of the terms of this Deed of Trust; any restriction, easement, condition or covenant or other matter affecting title to the Property, (g4) performance the making of any labor or services or the furnishing Modifications in violation of any materials or other property standards imposed by any insurance policies required to be maintained by the Lessee pursuant to this Lease which are in effect at any time with respect of to the Property or any part thereof; , (h5) any Claim for patent, trademark or copyright infringement, and (6) Claims arising from any public improvements with respect to the Property resulting in any change or special assessments being levied against the Property or any plans to widen, modify or realign any street or highway adjacent to the Property, or any Claim for utility "tap-in" fees; (d) the failure breach by the Lessee of any Person to file timely with the Internal Revenue Service an accurate Form 0000-Xcovenant, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be representation or warranty made by it or deemed made by it in any Operative Document or any certificate required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with delivered by any Legal Requirements; Operative Document; (je) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason retaining or employment of any alleged obligations broker, finder or undertakings financial advisor by the Lessee to act on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable behalf in connection with the funding transactions contemplated hereby; (f) the existence of any Lien on or with respect to the Property, any Improvements, or Basic Rent or Supplemental Rent, title thereto, or any interest therein including any Liens which arise out of the Loanpossession, use, occupancy, construction, repair or rebuilding of the Property or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personalty or equipment purchased or leased by the Lessee or Modifications constructed by the Lessee, except with respect to any of the foregoing Lessor Liens and Liens in favor of the Lessor; or (g) subject to the accuracy of Lessor's representation set forth in Section 6.1(a), the transactions contemplated by this Lease or by any other Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction described in Section 4975(c) of the Code; provided, however, the Lessee shall not be required to indemnify any Indemnitee under this Section 26.1 for any of the following: (m1) any misrepresentation made by Borrower in this Deed Claim to the extent resulting from the willful misconduct or gross negligence of Trust such Indemnitee (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or the breach of any representation, warranty or covenant of such Indemnitee set forth in any Operative Document, (2) any Claim resulting from Lessor Liens which the Lessor is responsible for discharging under the Operative Documents, (3) any Claim to the extent attributable to acts or events occurring after the expiration of the Term or the return or remarketing of the Property so long as the Lessor is not exercising remedies against the Lessee in respect of the Operative Documents, and (4) any Claim arising from a breach or alleged breach by the Lessor of any agreement entered into in connection with the assignment or participation of Rent. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under this Lease or any other LoanOperative Document. Without limiting the express rights of any Indemnitee under this Section 26.1, this Section 26.1 shall be construed as an indemnity only and not a guaranty of residual value of the Property.

General Indemnification. The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release agrees to indemnify and hold harmless harmless, the Lender, the Lender’s parent and Affiliates and the Lender’s parent’s and Affiliates’ officers, directors, shareholders, employees and agents (each an collectively, the “Indemnified Parties Parties”), from and against any and all claims, suitsliabilities, liabilities losses, damages, costs and expenses (includingwhether or not such Indemnified Party is a party to any litigation), including without limitation, strict liabilities)reasonable attorney’s fees and costs and costs of investigation, actionsdocument production, proceedingsattendance at depositions or other discovery, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited incurred by any Indemnified Party with respect to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more as a consequence of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Financing Documents, whether including without limitation, any failure of the Borrower to pay when due (at maturity, by acceleration or not suit is filed in connection with sameotherwise) any principal, interest, fee or any other amount due under this Agreement or the other Financing Documents, or in connection with Borrower, any guarantor other Event of Default; (b) the use by the Borrower of any proceeds advanced hereunder; (c) the transactions contemplated hereunder; or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accidentclaim, injury to demand, action or death cause of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; action being asserted against (i) the Borrower or any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement its Affiliates by any of the Indemnified Parties of the provisions of this Article 8; other Person, or (kii) any and all claims and demands whatsoever which may be asserted against Lender Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding transactions contemplated hereunder. Notwithstanding anything herein or elsewhere to the contrary, the Borrower shall not be obligated to indemnify or hold harmless any Indemnified Party from any liability, loss or damage resulting from the gross negligence, willful misconduct or unlawful actions of such Indemnified Party. Any amount payable to the Lender under this Section will bear interest at the highest default rate of interest applicable from time to time with respect to any of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanLoans from the due date until paid.

General Indemnification. Borrower shallEach Seller and Servicer each hereby agrees to indemnify Purchaser (together with its officers, at its sole cost directors, agents, representatives, shareholders, counsel and expenseemployees, protecteach, defend, indemnify, release and hold harmless the an “Indemnified Parties Party”) from and against any and all third party claims, suits, losses and liabilities (including, without limitation, strict liabilitiesreasonable attorneys’ fees), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, but without duplication of any amounts paid upon an Event of Repurchase as set forth in settlementSection 6(a) above (all of the foregoing, punitive damageswithout duplication, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defensebeing collectively referred to as “Indemnified Amounts”) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in resulting from any way relating to any one or more of the following: : (ai) ownership of this Deed of Trust, the -Property or any interest therein or receipt sale to Purchaser of any Rents; Receivable which purports to be a Purchased Receivable as to which the representations and warranties made herein are not materially true and correct on the Purchase Date therefor; (bii) any amendment to, representation or restructuring of, the Obligations warranty made or deemed made by any Seller or Servicer (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, its respective officers) under or in connection with Borrower, this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceedingmaterial respect when made; (diii) the failure by any Seller or Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property Dispute or any part thereof other claim related to such Purchased Receivable (or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysany portion thereof); (evi) the commingling by any useSeller or Servicer of Collections at any time with other funds of any Seller, non-use or condition in, on or about the Property Servicer or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysother Person; (fvii) reliance by Purchaser in good faith on any request or instruction from Seller Representative or any other action taken by Purchaser in accordance with this Agreement in connection with or resulting from the Sellers' appointment of Wolverine as Seller Representative; or (viii) any failure on the part of Borrower by Servicer to perform its duties or to be obligations as Servicer hereunder in compliance accordance with this Agreement or any of claim brought by any Person other than an Indemnified Party arising from Servicer’s collection activities. The foregoing indemnification shall not apply in the terms of this Deed of Trust; (g) performance case of any labor claims, losses or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion liabilities to the recipient extent resulting from the Purchaser’s having become obligated to pay the Deferred Purchase Price for a Purchased Receivable on its Deemed Paid Date or found by a final and nonappealable decision of the proceeds a court of the transaction in connection with which this Deed of Trust is made; competent jurisdiction to have resulted solely from (i) any failure the gross negligence or willful misconduct of the Property to be an Indemnified Party as determined in compliance with any Legal Requirements; a final non-appealable judgment by a court of competent jurisdiction, (jii) an Account Debtor Insolvency Event or (iii) the enforcement material breach of this Agreement by any of Indemnified Party. Amounts due hereunder shall accrue interest at the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanDelinquent Rate.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein other theory, whether brought by a third party or receipt of any Rents; (b) any amendment toby Borrower, Borrower’s equity holders, affiliates, creditors or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) person, and regardless of whether any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit Indemnified Person is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto; provided that such indemnity shall not, as to a voluntary or involuntary federal or state bankruptcyany Indemnified Person, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion available to the recipient extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the proceeds gross negligence or willful misconduct of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanpromptly after demand therefor.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, reasonable to attorneys' fees and other costs of defense) (collectively, the "Losses"), ) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Other Security Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust Security Instrument or the Note, the Loan Agreement or the Note or any of the other Loan Other Security Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor Borrower and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of TrustSecurity Instrument; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trustthe Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal RequirementsApplicable Laws; (j) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 813; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Il) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loanloan evidenced by the Note and secured by this Security Instrument; or (m) any misrepresentation made by Borrower in this Deed Security Instrument or any Other Security Document. Any amounts payable to Lender by reason of Trust the application of this Section 13.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Article 13, the term "Indemnified Parties" means Lender and any person or entity who is or will have been involved in the origination of this loan, any person or entity who is or will have been involved in the servicing of this loan, any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in this loan (including, but not limited to, Investors or prospective Investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in this loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other Loanperson or entity who holds or acquires or will have held a participation or other full or partial interest in this loan or the Property, whether during the term of this loan or as a part of or following a foreclosure of this loan and including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Lender's assets and business).

General Indemnification. Borrower shallIn addition to the other indemnities contained herein, at its sole cost and expensenotwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, defend, indemnify, release save harmless and hold harmless the Indemnified Parties defend Landlord from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debtsclaims, damages, lossespenalties, costscauses of action, costs and expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, including reasonable attorneys', consultants' and experts' fees and other costs of defense) expenses (collectively, the "LossesClaims"), imposed upon or incurred by or asserted (including by third parties) against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: Landlord by reason of: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons Persons or loss of or damage to property occurring in, on or about the Leased Property or any part thereof or on adjoining sidewalks under the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or wayscontrol of Tenant; (eb) any use, misuse, non-use use, condition, maintenance or condition in, on repair by Tenant or about its Subsidiaries of the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysLeased Property; (fc) any failure on the part of Borrower Tenant to perform or to be in compliance comply with any of the terms of this Deed Master Lease; (d) the non- performance of Trustany of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (e) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; (f) any claims or actions for trespass with respect to the Leased Property; (g) performance the violation by Tenant of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereofLegal Requirement; and (h) any carrier of last resort obligations which are Tenant's responsibility pursuant to Section 36.4. Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the failure parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its sole cost and expense, shall contest, resist and defend any Person such claim, action or proceeding asserted or instituted against Landlord; it being agreed and understood that in no event shall Landlord have the right to file timely enter into any settlement with the Internal Revenue Service an accurate Form 0000-Xrespect to any claim, Xxxxxxxxx action or proceeding for Recipients of Proceeds from Real Estatewhich Tenant has confirmed in writing that it will indemnify Landlord hereunder without obtaining Tenant's prior consent, Broker and Barter Exchange Transactionssuch consent not to be unreasonably withheld, which may be required in connection with this Deed of Trustconditioned, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions delayed. For purposes of this Article 8; XXI, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (k) any and all claims and demands whatsoever which may whether or not they are negligent, intentional, willful or unlawful), shall be asserted against Lender by reason of any alleged obligations or undertakings on its part strictly attributable to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanTenant.

General Indemnification. Except with respect to the gross negligence or wilful misconduct of Lender or any of the other Indemnified Parties, as to which no indemnity is provided, Borrower shallhereby agrees to defend with counsel reasonably acceptable to Lender, at its sole cost against all claims and expense, protect, defend, indemnify, release causes of action and to indemnify and hold harmless Lender and each of the other Indemnified Parties from and against any all damages, losses, liabilities, obligations, penalties, costs and all claims, suits, liabilities expenses (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees fees, court costs and other costs expenses of defenselitigation) (collectivelysuffered by, the "Losses"), imposed upon or incurred by claimed or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trustagainst, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan DocumentsIndemnified Parties, whether directly or not suit is filed indirectly, by any Person other than a member of the Borrowing Group who prevails in connection with samesuch claim or action based on, arising out of or in connection with Borrowerresulting from (a) the use and occupancy of the Mortgaged Property or any business conducted therein, (b) any guarantor act, fault, omission to act or indemnitor and/or misconduct by (i) any partnermember of the Borrowing Group, member(ii) any Affiliate of Borrower or (iii) any employee, joint venturer agent, licensee, business invitee; guest, customer, contractor or shareholder thereof becoming a party to a voluntary such lessee of any of the foregoing parties, relating to, directly. or involuntary federal or state bankruptcyindirectly, insolvency or similar proceeding; the Mortgaged Properly, (dc) any accident, injury to or death of persons or loss of or damage whatsoever caused to any Person, including, without limitation, any claim of malpractice, or to the property occurring in, on of any Person in or about the Mortgaged Property or outside of the Mortgaged Property where such accident, injury or damage results or is claimed to have resulted from any part thereof act, fault, omission to act or on misconduct by any member of the adjoining sidewalksBorrowing Group or any Affiliate of Borrower or any employee, curbsagent, adjacent property licensee, contractor or adjacent parking areaslessee of any of the foregoing parties, streets or ways; (d) any Loan Default, (e) any useclaim brought or threatened against Lender by any member of the Borrowing Group or by any other Person on account of (i) Lender's relationship with any member of the Borrowing Group pertaining in any way to the Mortgaged Property and/or the transaction evidenced by the Loan Documents and/or (ii) Lender's negotiation of, non-use or condition inentering into and/or performing any of its obligations and/or exercising any of its right and remedies under any of the Loan Documents, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on attempt by any member of the part Borrowing Group or any Affiliate of Borrower to perform transfer or to be in compliance with relocate any of the terms of this Deed of Trust; Permits to any location other than the Mortgaged Property and/or (g) the enforcement of this indemnity. Any amounts which become payable by Borrower under this Section 13.2.1 shall be a demand obligation of Borrower to Lender payable as Additional Interest. The indemnity provided for in this Section 12.2.1 shall survive the complete payment and performance of any labor or services or the furnishing of any materials or other property in respect Loan Obligations and the foreclosure of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanMortgage.

General Indemnification. Borrower shallSubject to the limitations set forth in this Article 12, at its sole cost and expense, protect, defend, indemnify, release the Butane Stockholders will severally indemnify and hold harmless the Indemnified Parties Fuel and its officers, directors, agents and employees, and each Person, if any, who Controls or may Control Fuel (hereinafter referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities)demands, actions, proceedings, obligations, debts, damagescauses of actions, losses, costs, damages, liabilities and expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited toincluding without limitation, reasonable attorneys' legal fees and other costs of defense(hereinafter referred to as "DAMAGES") (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the followingresulting from: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (bi) any amendment to, misrepresentation or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed breach of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender or default in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms representations, warranties, agreements and covenants given or made by Butane in this Agreement or any certificate, document or instrument delivered by or on behalf of this Deed of Trust; Butane pursuant hereto; (gii) performance of any labor or services or the furnishing of any materials attorney, accounting or other property expenses (other than investment banking fees) in respect excess of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required $200,000 incurred in connection with this Deed of Trust, Agreement or the transactions contemplated hereby that are paid for by Butane or which Butane is obligated to supply a copy thereof in a timely fashion to pay after the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; date hereof; (iiii) any failure of such Butane Stockholders (i) to have good, valid and marketable title to the Property issued and outstanding Butane Common Stock or Butane Preferred Stock held by such Stockholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, or (ii) to be have full right, capacity and authority to vote such Butane Common Stock or Butane Preferred Stock in compliance with any Legal Requirements; (j) the enforcement by any favor of the Merger and the other transactions contemplated hereby, provided, however, that the Indemnified Parties Person may only seek and recover Damages from the Butane Stockholder who failed to have good, valid and marketable title to or authority to vote the issued and outstanding Butane Common Stock or Butane Preferred Stock held by such Butane Stockholder; (iv) any amount paid to a holder of Dissenting Shares in excess of the provisions aggregate amount such stockholder would have received pursuant to Section 2.1 of this Article 8Agreement; or 52 60 (kv) any and all claims and demands whatsoever which may be asserted against Lender Taxes paid or payable by reason of any alleged obligations Fuel or undertakings on its part the Surviving Corporation related to perform or discharge any the portion of the terms, covenants or agreements contained in any Lease; Sale Bonus payable one day after the Effective Time (I) and specifically excluding the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be Contingent Sale Bonus payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanas set forth on Exhibit I hereto).

General Indemnification. Borrower shallCorporation shall indemnify CL if he was or is a party or is threatened to be made a party to any threatened, at its sole cost and expensepending or completed action, protectsuit or proceeding, defendwhether civil, indemnifycriminal, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities administrative or investigative (including, without limitationlimitation to, strict liabilitiesan act by or in the right of Corporation) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or Corporation or is or was serving at the request of Corporation or as a director, trustee, officer, employee, partner, joint venture partner, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, fines and amounts paid in settlement, punitive damages, foreseeable settlement actually and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or reasonably incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender him in connection with the enforcement of the provisions of this Deed of Trust such action, suit or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed proceeding if he acted in connection with same, or good faith and in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation , and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which CL shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the terms case, CL fairly and reasonably is entitled to be indemnified for such expenses. Expenses (including attorney's fees) incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall be paid by Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of CL to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by Corporation as authorized in the preceding sentences. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which CL shall be entitled under the common law or the General Corporation Law of the State of Florida or the Articles of Incorporation or Bylaws of Corporation or any agreement, vote of its shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall continue after the termination of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker Agreement and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion shall inure to the recipient benefits of the proceeds their heirs, executors and administrators of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanCL.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release The Company agrees to indemnify and hold harmless each Stockholder and its Affiliates and their respective officers, directors, employees, managers, partners and agents and each Person who controls (within the Indemnified Parties from meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Stockholder or such other indemnified Person against any and all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable liabilities and unforeseeable consequential damages, expenses (including reasonable expenses of whatever kind or nature (including, but not limited to, investigation and reasonable attorneys' ’ fees and other costs of defenseexpenses) (collectively, the "“Losses"), imposed upon or ”) incurred by such Stockholder or asserted against any Indemnified Parties and directly other indemnified Person before or indirectly after the date of this Agreement, in each case, based on, arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, resulting from or in connection with Borrowerany claim, any guarantor action, cause of action, suit, proceeding or indemnitor and/or any partnerinvestigation, memberwhether civil, joint venturer criminal, administrative, investigative or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcyother (collectively, insolvency or similar proceeding; (d“Actions”) any accidentand based on, injury arising out of, pertaining to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure untrue statement or alleged untrue statement of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements a material fact contained in any Lease; Filing or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and/or (Iii) any Action to which any Stockholder or other indemnified Person is made a party or involved in its capacity as a stockholder or owner of securities of the payment of any commission, charge or brokerage fee to anyone claiming through Borrower Company (or in their capacity as an officer, director, employee, manager, partner, agent or controlling person of such Stockholder or other such indemnified party), provided that the foregoing indemnification rights shall not be available to the extent that (A) any affiliate thereofsuch Losses are incurred as a result of such Stockholder’s willful misconduct or gross negligence, (B) which may be payable in connection any such Losses are incurred as a result of non-compliance by such Stockholder with any laws or regulations applicable to any of them, (C) any such Losses are incurred as a result of non-compliance by such Stockholder with its obligations under this Agreement, (D) subject to the funding rights of contribution provided for below, to the Loanextent indemnification for any Losses would violate any applicable law, regulation or public policy; or (mE) in the case of clause (i) above, other than misstatements or omissions made in reliance on information relating to and furnished by such Stockholder in writing expressly for use in the preparation of such Filing. For purposes of this Section 7.1, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any misrepresentation such limitation is so determined to apply to any Stockholder or such other indemnified Person as to any previously advanced indemnity payments made by Borrower the Company under this Section 7.1, then such payments shall be promptly repaid by such Stockholder or such other indemnified Person to the Company. The rights of any Stockholder or such other indemnified Person to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Stockholder or such other indemnified Person is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Section 7.1, so long as any Stockholder or such other indemnified Person is fully indemnified for all Losses, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Stockholder or such other indemnified Person to which such payment is made against all other Persons. The indemnity agreement contained in this Deed Section 7.1 shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of Trust or in any other Loanthis Agreement.

General Indemnification. Borrower shall, at its sole cost and expense, protectshall indemnify, defend, indemnify, release and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, lossesliabilities, costs, expenses, diminutions in value, fines, penaltiesand related reasonable and documented out-of-pocket expenses (including Bank Expenses and the reasonable and documented out-of-pocket fees, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or in any way relating to any one or more of the following: (a) ownership delivery of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; , or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (cii) any and all lawful action that may be taken by Lender in connection with Credit Extension or the enforcement use or proposed use of the provisions proceeds therefrom, (iii) any actual or alleged presence or release of this Deed of Trust hazardous materials on or the Loan Agreement from any property owned or the Note operated by Borrower or any of the other Loan Documents, whether or not suit is filed in connection with sameits Subsidiaries, or any environmental liability related in connection with Borrowerany way to Borrower or any of its Subsidiaries, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (div) any accidentactual or prospective claim, injury litigation, investigation or proceeding relating to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property foregoing, whether based on contract, tort, or any part thereofother theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; (h) provided that such indemnity shall not, as to any Indemnified Person, be available to the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-Xextent that such losses, Xxxxxxxxx for Recipients of Proceeds from Real Estateclaims, Broker and Barter Exchange Transactionsdamages, which may be required in connection with this Deed of Trustliabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to supply a copy thereof in a timely fashion to have resulted from the recipient gross negligence or willful misconduct of the proceeds of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection promptly after demand therefor. This Section 11.3(a) shall not apply with the funding of the Loan; or (m) respect to Taxes, other than any misrepresentation made by Borrower in this Deed of Trust or in Taxes that represent losses, claims, damages, etc. arising from any other Loannon-Tax claim.

General Indemnification. Borrower Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, actual out-of-pocket expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: , unless solely caused by the gross negligence or willful misconduct of Mortgagee or to the extent that such Losses relate to the Property and arise after title to the Property has been transferred by foreclosure or deed in lieu of foreclosure: (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (including, but not limited toDebt, the Debt) and the Building Loan Note, the Building Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Building Loan Document; Documents; (c) any and all lawful action that may be taken by Lender Mortgagee in connection with the enforcement of the provisions of this Deed of Trust Security Instrument or the Project Loan Agreement or the Project Loan Note or any of the other Project Loan Documents, whether or not suit is filed in connection with same, or in connection with BorrowerMortgagor, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; , (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower Mortgagor to perform or to be in compliance with any of the terms of this Deed of TrustSecurity Instrument; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion (following receipt of a written request therefor) to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 89; (k) any and all claims and demands whatsoever which may be asserted against Lender Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Il) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanthe

General Indemnification. Borrower shallWithout duplication of Section 2.5(b), at its sole cost and expense, protect, defend, each Loan Party agrees to indemnify, release defend and hold Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Agent or the Lenders (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents; and (b) all losses or Secured Party Expenses incurred, or paid by Indemnified Parties Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Agent, and/or the Lenders and any Loan Party (including reasonable attorneys’ fees and expenses), except for (x) Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct and (y) Claims and/or losses that resulted solely from a dispute among Indemnified Persons and not arising out of any act or omission by any Loan Party or any Affiliates thereof. Each Loan Party hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, lossesclaims, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable expenses and unforeseeable consequential damages, disbursements of whatever any kind or nature whatsoever (including, but not limited to, including the reasonable attorneys' fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding related to the Loan Documents and/or the Obligations, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of such Loan Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other costs of defensethan any broker retained by Agent or Lenders) (collectivelyasserting any right to payment for the transactions contemplated hereby which may be imposed on, the "Losses"), imposed upon or incurred by or asserted against any such Indemnified Parties and directly or indirectly arising out Person as a result of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of transactions contemplated hereby and the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient intended use of the proceeds of the transaction in connection with which this Deed loan proceeds except for (x) liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements caused by such Indemnified Person’s gross negligence or willful misconduct and (y) liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements that resulted from a dispute solely among Indemnified Persons and not arising out of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement act or omission by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (Loan Party or any affiliate Affiliates thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loan.

General Indemnification. The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release shall indemnify and hold the Lender and each of its directors, officers, employees, affiliates, attorneys and agents (collectively referred to herein as the "Lender Indemnitees") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation, any expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Lender Indemnitee in connection with any investigation in connection with any such matter, whether or not any such Lender Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against such Lender Indemnities by any Person other than the Lender with which such Lender Indemnitee is affiliated (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, strict liabilitiessecurities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement and any other Loan Documents, or any THE SYMBOL `[***]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION act, event or transaction related or attendant thereto; the making of the Loan hereunder, the management of the Loan (including any liability under federal, state or local environmental laws or regulations), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, the use or intended use of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs the proceeds of defense) the Loan (collectively, the "LossesIndemnified Matters"); provided, imposed upon however, that the Borrower shall have no obligation to any Lender Indemnitee under this Section 9.7 with respect to Indemnified Matters to the extent such Indemnified Matters were caused by or resulted from the gross negligence or willful misconduct of a Lender Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute to the payment and satisfaction of all Indemnified Matters incurred by or asserted against any Indemnified Parties the Lender Indemnities the maximum portion which the Borrower is permitted to pay and directly or indirectly arising out of or in any way relating to any one or more satisfy under applicable law. This indemnification shall survive repayment by the Borrower of the following: (a) ownership Loan made under this Agreement, and the termination of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement Agreement without occurrence of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanClosing Date.

General Indemnification. Borrower shall, at its sole cost With the exception of any claim involving any member of the Borrowing Group and expense, protect, defend, indemnify, release and hold harmless any of the Indemnified Parties from in which a final decision is issued by a court of competent jurisdiction in favor of such member of the Borrowing Group and all appeal periods having lapsed or been exhausted, the Borrower and the Guarantor shall and hereby agree to jointly and severally indemnify, defend (with counsel acceptable to the Lender), and hold the Indemnified Parties harmless against (a) any claim brought or threatened against any of the Indemnified Parties by any member of the Borrowing Group or by any other Person on account of (i) the Lender's relationship with any member of the Borrowing Group in connection with the Loan and (ii) the Lender's negotiation of, entering into and/or performing any of its obligations and/or exercising any of its rights and remedies under any of the Loan Documents and (b) any and all losses, damages, claims, suitsliabilities, liabilities obligations, causes of action, costs and expenses arising out of or resulting from (i) the use and occupancy of the Mortgaged Property or any business conducted therein, (ii) any act, fault, omission to act or misconduct by (x) any member of the Borrowing Group, (y) any Affiliate of the Borrower or (z) any employee, agent, licensee, business invitee, guest, customer, contractor or sublessee of any of the foregoing parties, relating to, directly or indirectly the Mortgaged Property, (iii) any accident, injury or damage whatsoever caused to any Person, including, without limitation, strict liabilities)any claim of malpractice, actionsor to the property of any Person in, proceedingsabout, obligationsaround or outside of the Mortgaged Property where such accident, debtsinjury or damage results or is claimed to have resulted from any act, damagesfault, lossesomission to act or misconduct by any member of the Borrowing Group, costsany Affiliate of the Borrower or any employee, expensesagent, diminutions in valuelicensee, finescontractor or sublessee of any of the foregoing parties, penalties(iv) any Loan Default and/or (v) any attempt by any member of the Borrowing Group or any Affiliate of the Borrower to transfer or relocate any of the Permits to any location other than the Mortgaged Property. The aforesaid indemnification agreement shall include, chargeswithout limitation, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and expenses, court costs and other costs expenses of defense) (collectively, the "Losses"), imposed upon or litigation incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with any such matters and with the enforcement of said indemnification. All matters covered by the aforesaid indemnification agreement may be defended, compromised, settled or pursued by the Lender with counsel of the Lender's selection, but at the expense of the Borrower and the Guarantor. The provisions of this Deed Section 13.2 shall survive the complete payment and performance of Trust or the Loan Agreement or Obligations and the Note or any foreclosure of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming Mortgage. EXECUTED as a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any sealed instrument as of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker day and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanyear first above mentioned.

General Indemnification. Borrower shallCorporation shall indemnify LB if he was or is a party or is threatened to be made a party to any threatened, at its sole cost and expensepending or completed action, protectsuit or proceeding, defendwhether civil, indemnifycriminal, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities administrative or investigative (including, without limitationlimitation to, strict liabilitiesan act by or in the right of Corporation) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or Corporation or is or was serving at the request of Corporation or as a director, trustee, officer, employee, partner, joint venture partner, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, fines and amounts paid in settlement, punitive damages, foreseeable settlement actually and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or reasonably incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender him in connection with the enforcement of the provisions of this Deed of Trust such action, suit or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed proceeding if he acted in connection with same, or good faith and in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation , and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which LB shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the terms case, LB fairly and reasonably is entitled to be indemnified for such expenses. Expenses (including attorney's fees) incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall be paid by Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of LB to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by Corporation as authorized in the preceding sentences. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which LB shall be entitled under the common law or the General Corporation Law of the State of Florida or the Articles of Incorporation or Bylaws of Corporation or any agreement, vote of its shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall continue after the termination of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker Agreement and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion shall inure to the recipient benefits of the proceeds their heirs, executors and administrators of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanLB.

General Indemnification. Borrower shallThe Lessee agrees to assume liability for, at its sole cost and expensedoes hereby indemnify, protect, defend, indemnify, release save and hold keep harmless the Indemnified Parties Lessor and its successors, assigns, agents and servants (the "Indemnitees") from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature liabilities (including, but not limited to, reasonable attorneys' any claim or liability for strict liability in tort or otherwise imposed including, without limitation, liability arising under any applicable environment or noise or pollution control statute, rule or regulation), obligations, demands, suits, penalties, judgments or causes of action and all legal proceedings, whether civil or criminal, penalties, fines and other sanctions, and any costs and expenses in connection therewith including, without limitation, legal fees and expenses of whatever kind and nature (whether or not also indemnified against by any other costs of defense) (collectively, the "Losses"person under any other document), imposed upon which may result from or incurred by grow or asserted against arise in any Indemnified Parties and directly or indirectly arising manner out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment toLease, or restructuring ofthe condition, the Obligations ownership, manufacture, construction, design (including, but without limitation, latent and other defects whether or not limited todiscoverable by Lessee or Lessor and any claim for patent, trademark or copyright infringement), acceptance, rejection, delivery, lease, maintenance, overhaul, testing, possession, return, disposition, use or operation (in each and every case) of the DebtAircraft or any Item of Equipment either in the air or on the ground (except claims (i) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; attributable to (cA) any and representation or warranty by such Indemnitee in this Lease being incorrect in any material respect, or (B) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in this Lease, or (C) the willful misconduct or the gross negligence of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft), or (D) with respect to the Lessor, a disposition (voluntary or involuntary) by the Lessor of all lawful action that may be taken or any part of its interest in the Airframe or any Engine or Propeller (other than as contemplated by Lender in connection with the enforcement Lease), (ii) attributable to acts or events occurring after the expiration or other termination of the provisions Term (unless Lessee has failed to return the Aircraft, and then until return of this Deed of Trust the Aircraft hereunder), (iii) for taxes (whether or not indemnified by the Loan Agreement Lessee under Sections 10.1(a) or 21.2 hereof), or (iv) attributable to amendments to the Note documents not requested or consented to by Lessee, or arising from the material or any article used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul or testing of the other Loan Documentsany Aircraft or any Item regardless of when such defect shall be discovered, whether or not suit such Aircraft or any Item is filed at the time in connection with samethe possession of the Lessee and whether it is in the United States of America or any other country. The indemnities contained in this Section shall continue in full force and effect notwithstanding the assignment, expiration or other termination of this Lease for indemnities resulting or arising in any manner from or in connection with Borroweracts, any guarantor omissions or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury events occurring prior to or death of persons concurrent with such expiration or loss of other termination, or damage during any holdover by the Lessee contrary to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loan.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of TrustMortgage, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust Mortgage, and/or any other Loan Document; Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust Mortgage or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of TrustMortgage; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 00001099-XB, Xxxxxxxxx Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustMortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Mortgage is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (I1) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust Mortgage or in any other LoanLoan Document. Any amounts payable to Lender by reason of the application of this Section 8.1 shall become due and payable within five (5) Business Days after written demand and shall bear interest at the Default Rate from the date the loss or damage is

General Indemnification. Borrower shallWithout limiting any other rights which an Indemnified Party may have hereunder or under applicable law, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Issuer hereby agrees to indemnify each Indemnified Parties Party from and against any and all taxes, claims, suits, losses, liabilities and expenses (including, without limitation, strict liabilities)costs and expenses of litigation, actions, proceedings, obligations, debtsand of investigation and reasonable counsel fees, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, judgments and amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectivelyall of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") arising out of or resulting from this Agreement and the other Transaction Documents and the activities of the Issuer in connection herewith and therewith, the "Losses"Issuer's use of proceeds from the issuance of the Face-Amount Certificate and the interest conveyed under the Pledge Agreement in the Pledged Collateral, EXCLUDING, HOWEVER, (a) Indemnified Amounts to the extent resulting from the willful misconduct or gross negligence of such Indemnified Party, (b) recourse for uncollectible Pledged Collateral (unless such Pledged Collateral is uncollectible as a result of any breach by the Issuer or the Portfolio Manager), imposed upon (c) indemnification for lost profits or incurred for consequential, special or punitive damages or (d) any income or franchise taxes (or any interest or penalties with respect thereto) or other taxes on or measured by the gross or asserted net income or receipts of such Indemnified Party. Without limiting or being limited by the foregoing (other than clauses (a), (b), (c) and (d)), the Issuer shall pay to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Parties Amounts relating to or resulting from: (i) reliance on any representation or warranty or statement made or remade by the Issuer under or in connection with this Agreement or any other Transaction Document, or in any certificate or any other information or report delivered by the Issuer from time to time, containing an untrue fact or a materially misleading omission; (ii) any failure by the Issuer or the Portfolio Manager to comply with this Agreement or any other Transaction Document, or the failure by the Issuer to comply with any applicable law or regulation with respect to any Pledged Collateral; (iii) the failure to vest and directly maintain vested in the Issuer an ownership interest in the Pledged Collateral or indirectly the failure to vest and maintain vested in the Funding Agent, for the benefit of the Certificateholders, a security interest in the Pledged Collateral, which in each case, is free and clear of any other lien, to the extent such security interest may be perfected by the filing of a financing statement or possession, constitutes a first priority perfected ownership or security interest, as the case may be; (iv) any dispute, claim, offset or defense (other than discharge in bankruptcy of any obligor of any Pledged Collateral or other defense relating to such Obligor's inability to pay) of any Obligor of any Pledged Collateral to the payment of any Pledged Collateral including a defense based on such Pledged Collateral not being a legal, valid and binding obligation of such obligor enforceable against it in accordance with its terms; (v) any investigation, litigation or proceeding related to this Agreement or any Transaction Documents or the use of proceeds from the issuance of the Face-Amount Certificate, or in respect of the Pledged Collateral; (vi) the failure of the Issuer or the Portfolio Manager to perform any of its duties or obligations under or in connection with any Pledged Collateral; (vii) any failure by the Issuer to be duly qualified to do business or be in good standing in any jurisdiction in which such qualification or good standing is necessary for the enforcement of any Pledged Collateral; (viii) the failure of the Issuer to remit collections or payments with respect to any Pledged Collateral as required under this Agreement or any other Transaction Document or the commingling of such collections or payments at any time with other funds prior to distribution under the any Transaction Document; (ix) any lender liability or equitable subordination claim, suit or action or any other similar claim or action (including any claim of a lending obligation on the part of the Funding Agent or any Certificateholder) arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust Pledged Collateral, or the Loan Agreement use, possession, ownership or operation by the Issuer or the Note Portfolio Manager or any affiliate thereof of any of the other Loan Documents, whether Pledged Collateral that constitute real property or not suit is filed in connection with same, any environmental liability claim allegedly arising out of or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; such real property; (dx) any accident, injury to act or death of persons omission by the Issuer or loss of or damage to property occurring in, on or about the Property or any part thereof or on Portfolio Manager impairing the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any security interest of the terms of this Deed of Trust; (g) performance of any labor or services Funding Agent or the furnishing of any materials or other property Certificateholders in respect of the Property or any part thereofPledged Collateral; or (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (ixi) any failure of the Property Issuer to be in compliance with pay any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations tax or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loangovernmental fee.

General Indemnification. Except to the extent caused by the gross negligence, fraud, illegal acts or willful misconduct of the Indemnified Parties (defined below), Individual Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined), from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited tolimited, to reasonable attorneys' ’ fees of outside counsel and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Documents, each to the extent required or requested by Borrower; (c) any and all lawful action that may be taken by Lender Agent in connection with the enforcement of the provisions of this Deed of Trust or Security Instrument, the Loan Agreement or Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Individual Borrower, any other Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to to, or death of of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Individual Borrower or any other Borrower to perform or to be in compliance with any of the terms of this Deed Security Instrument, the Note, the Loan Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Borrower or Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanSecurity Instrument is

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: , except, in each case, to the extent arising out of any Indemnified Party’s gross negligence or willful misconduct: (a) ownership of this Deed of TrustSecurity Instrument, the -Property Property or any interest therein or receipt of any Rents; ; (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Security Instrument, or any other Loan Document; Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or Security Instrument, the Loan Agreement or Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor Guarantor or indemnitor Indemnifying Person and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed Security Instrument, the Note, the Loan Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of TrustSecurity Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 89; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Il) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust Security Instrument or in any other Loan Document. Any amounts payable to Lender by reason of the application of this Section 9.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Article 9, the term “Indemnified Parties” means Lender and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by this Security Instrument is or will have been recorded, any Person who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan secured hereby for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).

General Indemnification. The Borrower shall, at its sole cost and expenseshall indemnity, protect, defend, indemnify, release and hold the Agents and the Banks and their respective parents, subsidiaries, directors, officers, employees, representatives, agents, successors, assigns, and attorneys (collectively, the "Indemnified Parties") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs legal expenses whether or not suit is brought and settlement costs), and disbursements of defense) any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the Loan Papers or any of the transactions contemplated therein (collectively, the "LossesIndemnified Liabilities"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by extent that any of the Indemnified Parties Liabilities results, directly or indirectly, from any claim made or action, suit, or proceeding commenced by or on behalf of any Person other than the Indemnified Parties; PROVIDED, HOWEVER, THAT ALTHOUGH EACH INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED FROM ITS OWN ORDINARY NEGLIGENCE, NO INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the satisfaction and payment of the provisions Obligation and termination of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason Agreement for the period of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained time set forth in any Lease; (I) the payment applicable statute of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanlimitations.

General Indemnification. Borrower shallDUKE, at and its sole cost trustees, officers, employees, faculty members, students, and expenseagents (the “INDEMNITEES”) will be indemnified, protectdefended by counsel reasonably acceptable to DUKE, defend, indemnify, release and hold held harmless by COMPANY and appertaining COMPANY AFFILIATES and/or SUBLICENSEES (as the Indemnified Parties case may be) from and against any and all claimsclaim, suitsliability, liabilities cost, expense, damage, deficiency, loss or obligation, of any kind or nature (including, without limitation, strict liabilities)reasonable attorneys’ fees and other costs and expenses of defense) (collectively, actions“CLAIMS”) based upon, proceedingsarising out of, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (otherwise relating to this AGREEMENT including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trustany action relating to product liability, the -Property or any interest therein or receipt of any Rents; and (b) any amendment toCLAIM that a LICENSED PRODUCT, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed and/or LICENSED SERVICE and/or practice of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the PATENT RIGHTS and/or KNOW-HOW infringes the intellectual property of a THIRD PARTY. However, the foregoing indemnity shall not apply to CLAIMS to the extent that they are (y) caused by the negligence or willful misconduct of DUKE, DUKE employees, DUKE faculty members, students, and/or agents acting solely within the performance of their respective responsibilities at DUKE, and/or (z) acts of God or other Loan Documentsevents for which COMPANY and appertaining COMPANY AFFILIATES and/or SUBLICENSEES (as the case may be) have no control. The INDEMNITEES agree to provide COMPANY with prompt written notice of any claim, whether or not suit is filed in connection with samesuit, action, demand, or judgment for which indemnification is sought under this AGREEMENT. The INDEMNITEES shall provide reasonable cooperation to COMPANY in connection with Borrowersuch defense and will permit COMPANY to conduct and control such defense and the disposition of such claim, suit, or action (including all decisions relative to litigation, appeal, and settlement); provided, however, that any guarantor or indemnitor and/or INDEMNITEE shall have the right to retain its own separate counsel in any partnersuch action and participate in the defense thereof, member, joint venturer or shareholder thereof becoming a party but the fees and expenses of such counsel shall be at the expense of such INDEMNITEE. The COMPANY shall not be liable for the fees and expenses of more than one counsel for the INDEMNITEES. COMPANY agrees to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any keep DUKE informed of the terms progress in the defense and disposition of this Deed of Trust; (g) performance of such claim and to consult with DUKE with regard to any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanproposed settlement.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, CONTRACTOR must indemnify, release defend (with attorneys acceptable to CITY), and hold harmless the Indemnified Parties CITY, CITY’s contractors, and its elected and appointed public officials, officers, directors, employees, agents, volunteers, and other contractors of each of them (collectively, “CITY Indemnitees”), from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable losses and unforeseeable consequential damages, of whatever kind or nature damages (including, but not limited to, reasonable attorneys' all fees and charges of engineers, architects, attorneys, and other costs professionals as well as all court or other dispute resolution costs), liabilities, expenditures, or causes of defense) action of any kind (including negligent, reckless, willful, or intentional acts or omissions of the CONTRACTOR, any subcontractor, any supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any services or anyone for whose acts any of them may be liable), arising from, relative to or caused by the performance of the services (collectively, “Claims”). This indemnity includes but is not limited to Claims attributable to bodily injury, sickness, disease, or death, and to injury or destruction of tangible property. CONTRACTOR agrees, at CONTRACTOR's expense, after written notice from the "Losses")CITY, imposed upon to defend any action against the CITY Indemnitees that falls within the scope of this indemnity using counsel selected by CONTRACTOR and approved by CITY in its reasonable judgment. Additionally, if CONTRACTOR, after receipt of written notice from the CITY, fails to make any payment due under this Agreement to CITY, CONTRACTOR must pay any reasonable attorneys’ fees or costs incurred by or asserted against CITY in securing any Indemnified Parties and directly or indirectly arising out such payment from CONTRACTOR. Payment of or in any way relating amount due pursuant to any one or more of the following: (a) ownership of this Deed of Trustforegoing indemnity must, the -Property or any interest therein or after receipt of any Rents; (b) any amendment towritten notice by CONTRACTOR from CITY that such amount is due, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken made by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with CONTRACTOR prior to CITY being required to pay same, or in connection the alternative, CITY, at CITY's option, may make payment of an amount so due and CONTRACTOR must promptly reimburse CITY for the same, together with Borrowerinterest thereon at the rate of 12% per annum simple interest from the date of receipt by CONTRACTOR of written notice from CITY that such payment is due. The foregoing indemnity and hold harmless provisions shall apply regardless of whether such loss, any guarantor or indemnitor and/or any partnerliability, memberpenalty, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcyforfeiture, insolvency or similar claim, demand, action, proceeding; (d) any accident, injury to or death of persons or loss of suit, injury, death, or damage to property occurring in, on or about the Property or any is also caused in part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations CITY Indemnities' negligence, but shall not extend to matters resulting from CITY Indemnities' sole negligence or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanwillful misconduct.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related reasonable and documented out-of-pocket expenses (including Bank Expenses and the reasonable and documented out-of-pocket fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit is filed in connection with same, or in connection with by Borrower, and regardless of whether any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a voluntary court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or involuntary federal or state bankruptcywillful misconduct of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, insolvency or similar proceeding; (d) claims, damages, etc. arising from any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanTax claim.

General Indemnification. Borrower shall, at its sole cost The Company and expense, protect, defend, indemnify, release MDCM severally but not jointly agrees to indemnify and hold save harmless the Indemnified Parties Investors and their respective directors, officers, affiliates, successors and assigns from and against any and all claimslosses, suitsliabilities, liabilities deficiencies, costs, damages and expenses (including, without limitation, strict reasonable attorneys' fees, charges and disbursements) incurred by the Investors as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company or MDCM herein or in any of the Related Agreements. Each Investor and MDCM severally but not jointly agrees to indemnify and save harmless the Company and its directors, officers, affiliates, successors and assigns from and against any and all losses, liabilities), actions, proceedings, obligations, debts, damages, lossesdeficiencies, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable damages and unforeseeable consequential damages, of whatever kind or nature expenses (including, but not limited towithout limitation, reasonable attorneys' fees fees, charges and other costs of defensedisbursements) (collectively, the "Losses"), imposed upon or incurred by any such Person as a result of any inaccuracy in or asserted breach of the representations, warranties or covenants made by the Investors or MDCM herein. The Company and each Investor severally but not jointly agrees to indemnify and save harmless MDCM and its directors, officers, affiliates, successors and assigns from and against any Indemnified Parties and directly all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorney's fees, charges and disbursements) incurred by MDCM as a result of any inaccuracy in or indirectly arising out breach of the representations, warranties or covenants made by the Investors herein or by the Company herein or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion Related Agreements. MDCM shall have no indemnification obligation hereunder to the recipient of extent the proceeds of the transaction in connection with which this Deed of Trust is made; claim, liability, loss or damages arises from (i) any specifications provided by the Company for modifications to the Openclose Code; (ii) derivative works created by the Company based on the Openclose Code, provided, that the Openclose Code itself would not give rise to such a claim, (iii) use of the Openclose Code in combination with non-MDCM approved third party products, including hardware and software, provided that the Openclose Code itself would not give rise to such a claim, (iv) modifica- tions of the Openclose Code by a party other than MDCM, provided, that the Openclose Code itself would not give rise to such a claim, and (v) failure of the Property Company to be in compliance with implement any Legal Requirements; (j) improvement or updates to the enforcement Openclose Code provided by any MDCM, if the infringement claim would have been avoided by the use of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations improvement or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanupdates.

General Indemnification. Borrower shallSUBJECT TO SECTION 32, at its sole cost and expense, Seller agrees to protect, defend, indemnify, release indemnify and hold Buyer harmless the Indemnified Parties from and against any and all THIRD PARTY claims, liabilities, demands, penalties, forfeitures, suits, liabilities judgments and the associated costs and expenses (including, without limitation, strict liabilitiesincluding reasonable attorney's fees), actionswhich Buyer may hereafter incur, proceedingsbecome responsible for or pay out as a result of death bodily injury to any person, obligationsdestruction or damage to any property, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any way relating to any one violation of governmental law, regulation, or more of the following: orders, caused, in whole or in part, by (a) ownership Seller's breach of any term or provision of this Deed of TrustAgreement, the -Property or any interest therein or receipt of any Rents; (b) any amendment tonegligent or willful acts, errors or restructuring ofomissions by Seller, its employees, officers, agents, representatives or sub-contractors in the Obligations (including, but not limited to, the Debt) and the Note, the Loan performance of Services under this Agreement, this Deed of Trust and/or any other Loan Document; ; or (c) dangerously defective Items. BUYER WILL PROVIDE SELLER WITH PROMPT WRITTEN NOTICE OF THE CLAIM WITH ALL REASONABLE INFORMATION AND ASSISTANCE TO DEFEND OR SETTLE THE CLAIM. BUYER CAN PARTICIPATE IN ITS OWN DEFENSE AT ITS OWN COST. Seller shall not be responsible for Xxxxx's compromise of any claim made without Xxxxxx's consent 20. INDEPENDENT CONTRACTOR In performing Services under this Agreement, Seller shall be deemed an independent contractor. Its personnel and all lawful action that may other representatives shall not be taken deemed agents or employees of Buyer. As an independent contractor, Seller will be solely responsible for determining the means and methods for performing the required Services. Seller shall have complete charge and responsibility for personnel employed by Lender Seller. EACH PARTY reserves the right to instruct Seller to remove from Xxxxx's premises immediately any of Seller's personnel who are in connection with the enforcement breach of the provisions Section 16 or 21 of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or Agreement. Such removal shall not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party affect Seller's obligation to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of provide Services under this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanAgreement. CHANGE 21.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release The Co-Borrowers shall indemnify and hold each Bank, the Issuing Bank, the Agent and each of their directors, officers, employees, Affiliates, attorneys and agents (collectively referred to herein as the "Bank Indemnitees") harmless the Indemnified Parties from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, liabilities claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable any actual and unforeseeable consequential damages, of whatever kind or nature reasonable expenses (including, but not limited to, reasonable including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Bank Indemnitee in connection with any investigation, or discovery served upon such Bank Indemnitee, in connection with any such matter, whether or not any such Bank Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against such Bank Indemnitees by any Person other costs than the Bank with which such Bank Indemnitee is affiliated (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable 95 cause, or on contract or otherwise) in any manner relating to or arising out of defense) this Agreement, any term sheets or commitment letters relating thereto, any other Loan Documents, or any act, event or transaction related or attendant thereto; or to the making of Loans hereunder, or the management of the Loans (including any liability under federal, state or local environmental laws or regulations), the use or intended use of the proceeds of the Loans (collectively, the "LossesIndemnified Matters"); provided, imposed upon or incurred however, that the Co-Borrowers shall have no obligation to any Bank Indemnitee under this SECTION 10.8 with respect to Indemnified Matters to the extent such Indemnified Matters were caused by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds resulted from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) the gross negligence or willful misconduct of a Bank Indemnitee as determined by a final non-appealable order of a court of competent jurisdiction or (ii) claims of Banks against other Banks or the Agent not attributable to any act or failure to act of any Co-Borrower and for which the Property Co-Borrowers otherwise have no liability hereunder. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be in compliance with unenforceable because it is violative of any Legal Requirements; (j) law or public policy, the enforcement Co-Borrowers shall contribute to the payment and satisfaction of all Indemnified Matters incurred by any the Bank Indemnitees the maximum portion which the Co-Borrowers are permitted to pay and satisfy under Applicable Law. This indemnification shall survive repayment by the Co-Borrowers of all Loans made under this Agreement and the Indemnified Parties of the provisions termination of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanAgreement.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit is filed in connection with same, or in connection with by Borrower, and regardless of whether any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming Indemnified Person is a party thereto; provided that such indemnity shall not, as to a voluntary or involuntary federal or state bankruptcyany Indemnified Person, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion available to the recipient extent that such losses, claims, damages, liabilities or related expenses are determined by a court of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement competent jurisdiction by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanfinal

General Indemnification. Borrower shallTo the fullest extent permitted by law, at its sole cost and expense, protect, Consultant shall defend, indemnify, release indemnify and hold City, its officials, officers, employees, volunteers and agents free and harmless the Indemnified Parties from and against any and all claims, suitsdemands, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, lossescauses of action, costs, expenses, diminutions liability, loss, damage or injury, in valuelaw or equity, finesto property or persons, penaltiesincluding wrongful death, chargesin any manner arising out of or incident to any alleged negligent acts, feesomissions or willful misconduct of Consultant, expensesits officials, judgmentsofficers, awardsemployees, amounts paid in settlementagents, punitive damages, foreseeable subcontractors and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly subcontractors arising out of or in any way relating to any one or more connection with the performance of the following: (a) ownership of this Deed of TrustServices, the -Property Project or this Agreement, including without limitation the payment of all consequential damages, attorneys’ fees and other related costs and expenses. Consultant shall defend, at Consultant 's own cost, expense and risk, any interest therein and all such aforesaid suits, actions or receipt other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any Rents; (b) judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any amendment such suit, action or other legal proceeding, Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant 's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City or its directors, officials, officers, employees, agents or volunteers. Consultant shall not be liable, nor shall it have the duty to defend or indemnify for the negligent or willful misconduct of City, its directors, officials, officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant 's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or restructuring ofrelate to the negligence, the Obligations (includingrecklessness, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement or willful misconduct of the provisions Consultant. This Section 5.1 shall survive any expiration or termination of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanAgreement.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: (i) all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit by Bxxxxxxx, and regardless of whether any Indemnified Person is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a voluntary court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or involuntary federal or state bankruptcybad faith of such Indemnified Person. All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, insolvency or similar proceeding; (d) claims, damages, etc. arising from any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanTax claim.

General Indemnification. Borrower shallCorporation and Holding shall indemnify Xxxxxxxx if he was or is a party or is threatened to be made a party to any threatened, at its sole cost and expensepending or completed action, protectsuit or proceeding, defendwhether civil, indemnifycriminal, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities administrative or investigative (including, without limitationlimitation to, strict liabilitiesan act by or in the right of Scriptel) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or Holding or is or was serving at the request of Corporation or Holding as a director, trustee, officer, employee, partner, joint venturer, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), actionsjudgements, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, fines and amounts paid in settlement, punitive damages, foreseeable settlement actually and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or reasonably incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender him in connection with the enforcement of the provisions of this Deed of Trust such action, suit or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed proceeding if he acted in connection with same, or good faith and in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation or Holding, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which Xxxxxxxx shall have been adjudged to be liable to the Corporation or Holding unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the terms case, Xxxxxxxx fairly and reasonably is entitled to be indemnified for such expenses. Expenses (including attorney's fees) incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall be paid by Corporation and Holding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of Xxxxxxxx to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by Holding or Corporation as authorized in the preceding sentences. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which Xxxxxxxx shall be entitled under the common law or the General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws of Corporation or Holding or any agreement, vote of their respective shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall continue after the termination of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker Agreement and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion shall inure to the recipient benefits of the proceeds their heirs, executors and administrators of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanXxxxxxxx.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documentstheory, whether brought by a third party or not suit by Xxxxxxxx, and regardless of whether any Indemnified Person is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto; provided that such indemnity shall not, as to a voluntary or involuntary federal or state bankruptcyany Indemnified Person, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion available to the recipient extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the proceeds gross negligence or willful misconduct of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanpromptly after demand therefor.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release FRANCHISEE shall indemnify and hold harmless the Indemnified Parties CITY, CITY’s contractors, public officials, officers, directors, employees, agents and other contractors of each of them, from and against any and all claims, suitscosts, liabilities losses and damages (includingincluding but not limited to all fees and charges of engineers, without limitationarchitects, strict liabilitiesattorneys and other professionals as well as all Court or other dispute resolution costs), actionsliabilities, proceedingsexpenditures, obligationsor causes of action of any kind (including negligent, debtsreckless, damageswillful or intentional acts or omissions of the FRANCHISEE, lossesany subcontractor, costsany supplier, expensesany Person or organization directly or indirectly employed by any of them to perform or furnish any services or anyone for whose acts any of them may be liable), diminutions in valuearising from, finesrelative to, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, or caused by the performance of whatever kind or nature (includingthe services permitted by this Agreement. This indemnity includes, but is not limited to, claims attributable to bodily injury, sickness, disease or death, and to injury or destruction of tangible property. FRANCHISEE agrees, at FRANCHISEE's expense, after written notice from CITY, to defend any action against CITY that falls within the scope of this indemnity, or CITY, at CITY's option, may elect not to tender such defense and may elect instead to secure its own attorneys to defend any such action and the reasonable costs and expenses of such attorneys incurred in defending such action shall be payable by FRANCHISEE. Additionally, if FRANCHISEE, after receipt of written notice from CITY, fails to make any payment due under this Agreement to CITY, FRANCHISEE shall pay any reasonable attorneys' ’ fees and other or costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against CITY in securing any Indemnified Parties and directly or indirectly arising out such payment from FRANCHISEE. Payment of or in any way relating amount due pursuant to any one or more of the following: (a) ownership of this Deed of Trustforegoing indemnity shall, the -Property or any interest therein or after receipt of any Rents; (b) any amendment towritten notice by FRANCHISEE from CITY that such amount is due, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken made by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with FRANCHISEE prior to CITY being required to pay same, or in connection with Borrowerthe alternative, any guarantor or indemnitor and/or any partnerCITY, memberat CITY's option, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the make payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanan amount so due and FRANCHISEE shall promptly reimburse CITY for same.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the each Indemnified Parties Person from and against any and all actual out-of-pocket losses incurred by Lxxxxx in respect of or as a result of any and all claims, suits, liabilities (including, without limitation, including strict liabilities), actions, demands, proceedings, obligations, debts, damagesdamages (excluding special, lossesspeculative, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlementexemplary, punitive damagesand consequential damages to the extent not asserted against or actually incurred by an Indemnified Person to a third party and claims for diminution of property value), foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, but not limited tolimited, to reasonable attorneys' ’ fees and other costs of defense) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties Person and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of Trustthe Loan and/or the Loan Documents, the -Property or any interest therein Property, or receipt of any Rents; Rents (or any interest in any of the foregoing); (b) any amendment to, or restructuring of, the Obligations (includingDebt, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or Agreement or any other Loan Document; Documents; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to to, or death of of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed Agreement or any of Trustthe other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 00001099-XB, Xxxxxxxxx Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trustthe Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust the Mortgage is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties Person of the provisions of this Article 8Section 10.6.1; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Il) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust Agreement or in any other LoanLoan Document. Any amounts payable to Lender by reason of the application of this Section 10.6.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be obligated to indemnify Lender from any loss or expense arising from Lender’s or Lender’s agents willful misconduct or gross negligence.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, shall indemnify, release defend and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including Bank Expenses and the reasonable and documented fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Credit Extension or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any one or more of the following: (a) ownership of this Deed of Trustforegoing, the -Property whether based on contract, tort or any interest therein other theory, whether brought by a third party or receipt of any Rents; (b) any amendment toby Xxxxxxxx, Borrower’s equity holders, affiliates, creditors or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) person, and regardless of whether any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit Indemnified Person is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto; provided that such indemnity shall not, as to a voluntary or involuntary federal or state bankruptcyany Indemnified Person, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion available to the recipient extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the proceeds gross negligence or willful misconduct of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanpromptly after demand therefor.

General Indemnification. Borrower shall, at its sole cost and expense, protect, Vendor will defend, indemnify, release and hold iHerb, its affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (collectively, the “iHerb Indemnified Parties”) harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, chargeslosses, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable costs and unforeseeable consequential damagesexpenses (including reasonable attorneys’ fees) (each a “Claim”) arising from or relating to (i) any actual or alleged death of or injury to any person or animal or other damage or loss due in whole or in part to any Products or any actual or alleged defect in such Products, of whatever kind whether latent or nature (includingpatent, including but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one alleged failure to provide adequate warnings, labeling or more instructions, (ii) any recall of the following: Products, (aiii) ownership of this Deed of Trustany allegation or finding that any Products, the -Property any Products Information or other content or material provided by Vendor infringes or misappropriates any interest therein proprietary rights or receipt other rights of any Rents; third party, (biv) Vendor’s failure to provide an accurate and up to date New Item Recap and Update Form, Products Information, CoAs, applicable certifications, Warning Language, or other adequate warnings or instructions, (v) any amendment toact, activity or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed omission of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note Vendor or any of the other Loan Documentsits employees, whether or not suit is filed in connection with samerepresentatives, or in connection with Borroweragents, (vi) iHerb’s reliance on any guarantor certification, Warning Language or indemnitor and/or any partnerdocumentation or instructions from Vendor, member(vii) representations, joint venturer warranties and covenants made by Vendor under Sections 12 and 13 of this Agreement, or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (dviii) any accidentactual or alleged violation of law, injury to or death of persons or loss of or damage to property occurring instatute, on or about the Property rule, regulation, ordinance or any part thereof administrative order, rule or on regulation relating to the adjoining sidewalksProducts or its manufacture, curbsshipment, adjacent property or adjacent parking areasimport, streets or ways; (e) any uselabeling, non-weights and measurements, use or condition insale, on or about the Property or any part thereof failure to provide an SDS. Vendor shall not be obligated to indemnify the iHerb Indemnified Parties to the proportional extent the liability for a Claim is caused by the negligence or on intentional misconduct of the adjoining sidewalksiHerb Indemnified Party. In the event that iHerb receives notice that any Claim for which Vendor may be required to indemnify iHerb is asserted against or sought to be collected from iHerb, curbsiHerb shall provide prompt written notice to Vendor. iHerb shall at all times have the right to fully participate in such defense at its own expense and shall not be obligated, adjacent property against its consent, to participate in any settlement. Vendor shall not make any settlement of any claims that might give rise to liability unless such settlement includes a full, unconditional release of iHerb; moreover Vendor may not enter into any settlement which imposes any obligation, liability or adjacent parking areas, streets or ways; (f) any failure admission of guilt on the part of Borrower to perform or to be in compliance with any iHerb without prior written consent of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoaniHerb.

General Indemnification. Borrower Mortgagors shall, at its their sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties Indemnitees from and against any and all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, liabilities and related expenses (including the reasonable fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable charges and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for an Indemnitee) (collectively, the "“Losses"), ”) imposed upon or incurred by or asserted against any Indemnified Parties Indemnitees and directly or indirectly arising out of or in any way relating to any one or more of the following: : (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (eb) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (gc) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (id) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (ke) any and all claims and demands whatsoever which may be asserted against Lender Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; or (If) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; Loan evidenced by the Note and secured by this Security Instrument provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Losses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (mii) result from a claim brought by any misrepresentation made by Borrower Mortgagor or other Loan Party against an Indemnitee for breach in this Deed bad faith of Trust such Indemnitee’s obligations hereunder or in under any other LoanLoan Document, if any Mortgagor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Any amounts payable to Mortgagee by reason of the application of this Section 10.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Mortgagee until paid.

General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, reasonable to attorneys' fees and other costs of defense) (collectively, the "Losses"), ) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in to any way relating to any one or more of the following: , except to the extent the following relate solely to an Indemnified Party's gross negligence or willful misconduct: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust or the Loan Agreement Security Instrument or the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor Guarantor or indemnitor Indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (db) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ec) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysthereof; (fd) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of TrustSecurity Instrument; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (he) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trustthe Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (if) any any, failure of the Property to be in compliance with any Legal RequirementsApplicable Laws; (jg) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 811; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (Ih) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (mi) any misrepresentation made by Borrower in this Deed of Trust Security Instrument or in any other Loan Document. Any amounts payable to Lender by reason of the application of this Section 11.1 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Article 11, the term "Indemnified Parties" means Lender and any person or entity who is or will have been involved in the origination of the Loan, any person or entity who is or will have been involved in the servicing of the Loan, any person or entity in whose name the encumbrance created by this Security Instrument is or will have been recorded and persons and entities who may hold or acquire or will have held a full or partial interest in the Loan, including, but not limited to, custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan.

General Indemnification. Borrower shall, at its sole ----------------------- cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including, including but not limited to, to reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), ) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: following (excluding Losses incurred by any Indemnified Party as a result of any Indemnified Party's wilful misconduct or gross negligence or those arising solely from a state of facts that first comes into existence after Lender or a third party acquires title to the Property through foreclosure or deed in lieu thereof or the exercise of any other right or remedy and not caused by Borrower): (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Deed of Trust Security Instrument or the Note, the Loan Agreement or the Note or any of the other Loan Other Security Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor Borrower and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (db) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ec) any use, non-use nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (fd) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of TrustSecurity Instrument; (ge) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (hf) the failure of any Person person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trustthe Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust Security Instrument is made; (ig) any failure of the Property to be in compliance with any Legal RequirementsApplicable Laws; (jh) the enforcement by any of the Indemnified Parties Party of the provisions of this Article 813; (ki) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in any Lease; (Ij) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loanloan evidenced by the Note and secured by this Security Instrument; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanor

General Indemnification. Borrower shallCorporation and SKY FRAMES shall indemnify France if he was a party or is threatened to be made a party to any threatened, at its sole cost and expensepending or completed action, protectsuit or proceeding, defendwhether civil criminal, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities administrative o~' investigative (including, without limitationlimitation to, strict liabilitiesan act by or in the right of SKY FRAMES) by reason of the fact that he is or was a director, officer, employee, or agent of corporation or SKY FRAMES or is or was serving at the request of Corporation or SKY FRAMES as a director, trustee, officer, employee, partner, joint venture partner, or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), actionsAgreements, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, fines and amounts paid in settlement, punitive damages, foreseeable settlement actually and unforeseeable consequential damages, of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defense) (collectively, the "Losses"), imposed upon or reasonably incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; (c) any and all lawful action that may be taken by Lender him in connection with the enforcement of the provisions of this Deed of Trust such action, suit or the Loan Agreement or the Note or any of the other Loan Documents, whether or not suit is filed proceeding if he acted in connection with same, or good faith and in connection with Borrower, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or manner he reasonably believed to be in compliance or not opposed to the best interests of Corporation or SKY FRAMES, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect to any derivative claim, issue or matter as to which France shall have been adjudged to be liable to the Corporation or SKY FRAMES unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the terms case, France fair1y and reasonably is entitled to be indemnified for such expenses. Expenses {including attorney's fees} incurred in defending any civil or criminal action, suit or proceeding referred to in this Section shall he paid by Corporation and SKY FRAMES in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of France to repay' such amount, unless it shall ultimately be determined that he is entitled to be indemnified by SKY FRAMES or Corporation as authorized in the preceding sentences. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which France shall be entitled under the common law or the General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws of Corporation or SKY FRAMES or any agreement, vote of their respective shareholders or directors, or otherwise, both or as to action in his official capacity or as to action in another capacity while holding such office, and shall continue after the termination of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker Agreement and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion shall inure to the recipient benefits of the proceeds their heirs, executors and administrators of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other LoanFrance.

General Indemnification. Borrower shall, at its sole cost and expense, protectshall indemnify, defend, indemnify, release and hold Bank and its Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of Bank and its Affiliates (each, an “Indemnified Person”) harmless the Indemnified Parties from and against any and against: all losses, claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, lossesliabilities, costs, expenses, diminutions in value, fines, penaltiesand related expenses (including Bank Expenses and the reasonable fees, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, disbursements of whatever kind or nature (including, but not limited to, reasonable attorneys' fees and other costs of defenseany counsel for any Indemnified Person) (collectively, the "Losses"), imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly “Claims”) arising out of, in connection with, or as a result of (i) the execution or in any way relating to any one or more of the following: (a) ownership delivery of this Deed of Trust, the -Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Obligations (including, but not limited to, the Debt) and the Note, the Loan Agreement, this Deed of Trust and/or any other Loan Document; , or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (cii) any and all lawful action that may be taken by Lender in connection with Credit Extension or the enforcement use or proposed use of the provisions proceeds therefrom, (iii) any actual or alleged presence or release of this Deed of Trust hazardous materials on or the Loan Agreement from any property owned or the Note operated by Borrower or any of the other Loan Documents, whether or not suit is filed in connection with sameits Subsidiaries, or any CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. environmental liability related in connection with Borrowerany way to Borrower or any of its Subsidiaries, any guarantor or indemnitor and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (div) any accidentactual or prospective claim, injury litigation, investigation or proceeding relating to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, non-use or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Borrower to perform or to be in compliance with any of the terms of this Deed of Trust; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property foregoing, whether based on contract, tort, or any part thereofother theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; (h) provided that such indemnity shall not, as to any Indemnified Person, be available to the failure of any Person to file timely with the Internal Revenue Service an accurate Form 0000-Xextent that such losses, Xxxxxxxxx for Recipients of Proceeds from Real Estateclaims, Broker and Barter Exchange Transactionsdamages, which may be required in connection with this Deed of Trustliabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to supply a copy thereof in a timely fashion to have resulted from the recipient gross negligence or willful misconduct of the proceeds of the transaction in connection with which such Indemnified Person. All amounts due under this Deed of Trust is made; (i) any failure of the Property to be in compliance with any Legal Requirements; (j) the enforcement by any of the Indemnified Parties of the provisions of this Article 8; (k) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any Lease; (I) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower (or any affiliate thereof) which may Section 11.3 shall be payable in connection with the funding of the Loan; or (m) any misrepresentation made by Borrower in this Deed of Trust or in any other Loanpromptly after demand therefor.