Common use of Indemnification; Subrogation Clause in Contracts

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Grantor shall indemnify, defend and hold Lender Grantee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Grantee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Grantee in connection with the Debtsecured indebtedness, this MortgageSecurity Deed, the Property, or any part thereof, or the exercise by Lender Grantee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofSecurity Deed; provided, however, that nothing herein shall be construed to obligate Borrower Grantor to indemnify, defend and hold harmless Lender Grantee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Grantee by reason of Lender’s Grantee's willful misconduct or gross negligence. (b) If Lender Grantee is made a party defendant to any litigation or any claim is threatened or brought against Lender Grantee concerning the Debtsecured indebtedness, this MortgageSecurity Deed, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Grantor shall indemnify, defend and hold Lender Grantee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Grantee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Grantee commences an action against Borrower Grantor to enforce any of the terms hereof or to prosecute any breach by Borrower Grantor of any of the terms hereof or to recover any sum secured hereby, Borrower Grantor shall pay to Lender Grantee its reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Grantor breaches any term of this MortgageSecurity Deed, Lender Grantee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerGrantor, Borrower Grantor shall pay Lender Grantee reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderGrantee, whether or not an action is actually commenced against Borrower Grantor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage Security Deed shall include, include without limitation, limitation any attorney or law firm engaged by Lender Grantee and Lender’s Grantee's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage Security Deed shall include, include without limitation, limitation any reasonable fees of such attorney or o law firm, any appellate counsel fees, if applicable, firm and any allocation charges and allocation costs of Lender’s Grantee's in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any attorney or law firm engaged by Lender Mortgagee and Lender’s Mortgagee's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any reasonable fees of f such attorney or law firm, any appellate counsel fees, if applicable, firm and any allocation charges and allocation costs of Lender’s Mortgagee's in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including LenderMortgagee’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of LenderMortgagee’s willful misconduct or gross negligencenegligence or in connection with Mortgagee effecting a Secondary Market Transaction. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the making or enforcement of the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ fees and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender Mortgagee and LenderMortgagee’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of LenderMortgagee’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the Debt, Debt and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including LenderMortgagee’s reasonable attorneys’ feesfees and expenses) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this MortgageMortgage and any other Loan Document, the Mortgaged Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses to the extent enacted against, imposed on or incurred by Lender Mortgagee solely by reason of LenderMortgagee’s gross negligence or willful misconduct or gross negligenceas finally determined by a court of competent jurisdiction. (b) Mortgagor hereby indemnifies and holds Mortgagee harmless from and against all loss, cost and expenses with respect to any Event of Default hereof, any liens (i.e., judgments, mechanics’ and materialmen’s liens, or otherwise), charges and encumbrances filed against the Mortgaged Property, and from any claims and demands for damages or injury, including claims for property damage, personal injury or wrongful death, arising out of or in connection with any accident or fire or other casualty on the Premises or the Improvements or any nuisance made or suffered thereon, except to the extent due solely to Mortgagee’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, including, without limitation, in any case, reasonable attorneys’ fees, costs and expenses as aforesaid, whether at pretrial, trial or appellate level, and such indemnity shall survive payment in full of the Debt. This Section shall not be construed to require Mortgagee to incur any expenses, make any appearances or take any actions. (c) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender its Mortgagee the reasonable attorneys’ fees and expensesexpenses incurred by Mortgagee in connection therewith. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this MortgageMortgage or any other Loan Document, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ fees and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender Mortgagee and LenderMortgagee’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of LenderMortgagee’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage Deed of Trust or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this MortgageDeed of Trust, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnifyWe will indemnify you, your affiliates, and your correspondents (and your and their respective officers, directors, employees and agents) and defend and hold Lender you and all of them harmless against: from and against (i) all loss, claim, expense, or damage arising out of the issuance of the Credit or any and all claims for brokerageother action taken or not taken by any such indemnified party in connection with the Credit, leasingincluding any loss or damage arising in whole or in part from the negligence of the party seeking indemnification, finders but excluding any loss or similar fees which may be made relating to damage resulting from the Property gross negligence or willful misconduct of the Debtparty seeing indemnification, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred legal expenses) of all claims or legal proceedings arising out of the issuance of the Credit, actions taken or not taken by Lender in any such litigation indemnified party in connection with the Credit, or claimincident to the collection of amounts we owe you under this Agreement or your enforcement of your rights under this Agreement, whether including, without limitation, legal proceedings related to any court order, injunction, or not other process or decree restraining or seeking to restrain you from paying any such litigation amount under the Credit. Additionally, we will indemnify and hold you and them harmless from and against all claims, losses, damages, suits, costs or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its expenses (including reasonable attorneys’ fees and legal expenses) arising out of (i) your acceptance of telecommunication instructions in connection with the Credit, including, but not limited to, telephonic instructions in connection with any waiver of discrepancies, or (ii) our failure to procure licenses in a timely manner or to comply with applicable laws, regulations, or rules, or any other failure on our part relating to or affecting the Credit. The right We further agree to such attorneys’ fees and expenses shall indemnify you against the assessment of any reserve that may be deemed to have accrued on imposed by any regulatory agency or authority as a result of issuing the commencement of such actionCredit, and to reimburse you for all costs associated with any such reserve if and when it is imposed. Each of these indemnities shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term constitute an obligation separate and independent from the other obligations contained in this Agreement. (b) We will pay all of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and other legal expenses incurred by Lenderyou actually incur in connection with this Agreement or the Credit, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall includeincluding, without limitation, your defense of any attorney proceeding initiated by us to enjoin or law firm engaged by Lender restrain any drawing, payment, or negotiation of the Credit, even if we are awarded such relief, provided only that you have acted in good faith in defending such action. (c) Whenever appropriate to prevent unjust enrichment and Lender’s in-house counselto the end that we shall bear substantially all of the risks relative to the Credit and the underlying transactions, you shall be subrogated (for purposes of defending against our claims and proceeding against others to the extent of your liability to us) to (i) our rights against any person who may be liable to us on any underlying transaction, (ii) the rights of any holder in due course or person with similar status against us, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees (iii) the rights of such attorney the beneficiary or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counselhis assignee or person with similar status against us.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) if Lender is made a party to any action, claim or litigation in connection with the Debt, this Deed of Trust, the Property, or any part thereof, the exercise by Lender of any rights or remedies granted to it under this Deed of Trust or arise from the information provided in accordance with the terms hereof (a “Proceeding”), any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender reason of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofsuch Proceeding; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment, but exclusive of any such liability arising from Lender’s gross negligence or willful misconduct. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term an Event of default exists under this MortgageDeed of Trust, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach Event of Default by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender within ten (10) days of Lender’s demand, whether or not an action is actually commenced against Borrower by reason of such breachEvent of Default. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel. (c) If a waiver of subrogation has been obtained by Borrower from its insurance carrier, then, Borrower waives any and all right to claim or recover against Lender, its officers, employees, agents and representatives, for loss of or damage to Borrower, the Property, Borrower’s property or the property of others under Borrower’s control from any cause insured against or required to be insured against by the provisions of this Deed of Trust.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.enforce

Indemnification; Subrogation. (a) Borrower Grantor shall indemnify, defend and hold Lender Grantee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Grantee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Grantee in connection with the Debtsecured indebtedness, this MortgageSecurity Deed, the Property, or any part thereof, or the exercise by Lender Grantee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofSecurity Deed; provided, however, that nothing herein shall be construed to obligate Borrower Grantor to indemnify, defend and hold harmless Lender Grantee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Grantee by reason of Lender’s Xxxxxxx's willful misconduct or gross negligence. (b) If Lender Grantee is made a party defendant to any litigation or any claim is threatened or brought against Lender Grantee concerning the Debtsecured indebtedness, this MortgageSecurity Deed, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Grantor shall indemnify, defend and hold Lender Grantee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Grantee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Xxxxxxx commences an action against Borrower Grantor to enforce any of the terms hereof or to prosecute any breach by Borrower Grantor of any of the terms hereof or to recover any sum secured hereby, Borrower Grantor shall pay to Lender Grantee its reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Grantor breaches any term of this MortgageSecurity Deed, Lender Grantee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerXxxxxxx, Borrower Grantor shall pay Lender Grantee reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderGrantee, whether or not an action is actually commenced against Borrower Grantor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage Security Deed shall include, include without limitation, limitation any attorney or law firm engaged by Lender Xxxxxxx and Lender’s Xxxxxxx's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage Security Deed shall include, include without limitation, limitation any reasonable fees of such attorney or o law firm, any appellate counsel fees, if applicable, firm and any allocation charges and allocation costs of Lender’s Grantee's in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders finder's or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, liens, charges, encumbrances, costs and expenses (including Lender’s reasonable Mortgagee's attorneys’ ' fees, together with appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the DebtMortgagee under any lease or occupancy agreement, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage, and any default under this Mortgage, and (iii) any liens (whether judgments, mechanics', materialmen's or otherwise), charges and encumbrances filed against the Property, and from any claims and demands for damages or injury, including claims for property damage, personal injury or wrongful death, arising out of or in connection with any accident or fire or other casualty on the Real Estate or the Improvements or any nuisance made or suffered thereon, including, in any case, attorney's fees, costs and expenses as aforesaid, whether at pretrial, trial or appellate level. Should Mortgagee incur any liability under this Mortgage or arise any of the other Transaction Documents, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys' fees, together with interest thereon at the Default Interest Rate from the information provided in accordance with the terms hereof; provideddate incurred by Mortgagee until actually paid by Mortgagor, howevershall be immediately due and payable to Mortgagee by Mortgagor on demand and shall be secured hereby. However, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower . This indemnity shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender survive payment in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any full of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum indebtedness secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Trustor shall indemnify, defend and hold Lender Beneficiary harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Beneficiary's reasonable attorneys’ ' fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Beneficiary in connection with the Debt, this MortgageDeed of Trust, the Mortgaged Property, or any part thereof, or the exercise by Lender Beneficiary of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofDeed of Trust; provided, however, that nothing herein shall be construed to obligate Borrower Trustor to indemnify, defend and hold harmless Lender Beneficiary from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Beneficiary by reason of Lender’s Beneficiary's willful misconduct or gross negligence. (b) If Lender Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Lender Beneficiary concerning the Debt, this MortgageDeed of Trust, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Trustor shall indemnify, defend and hold Lender Beneficiary harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees and expenses incurred by Lender Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Beneficiary commences an action against Borrower Trustor to enforce any of the terms hereof or to prosecute any breach by Borrower Trustor of any of the terms hereof or to recover any sum secured hereby, Borrower Trustor shall pay to Lender Beneficiary its reasonable attorneys’ ' fees and expenses. The right to such attorneys’ ' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Trustor breaches any term of this MortgageDeed of Trust, Lender Beneficiary may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerTrustor, Borrower Trustor shall pay Lender Beneficiary reasonable attorneys’ ' fees and expenses incurred by LenderBeneficiary, whether or not an action is actually commenced against Borrower Trustor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any attorney or law firm engaged by Lender Beneficiary and Lender’s Beneficiary's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Trustor shall indemnify, defend and hold Lender Beneficiary harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or Property, the DebtSecured Obligations, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including LenderBeneficiary’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Beneficiary in connection with the DebtSecured Obligations, this MortgageDeed of Trust, the Property, or any part thereof, or the exercise by Lender Beneficiary of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofDeed of Trust; provided, however, that nothing herein shall be construed to obligate Borrower Trustor to indemnify, defend and hold harmless Lender Beneficiary from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Beneficiary by reason of LenderBeneficiary’s willful misconduct or gross negligencenegligence as finally determined by a court of competent jurisdiction. (b) If Lender Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Lender Beneficiary concerning the DebtSecured Obligations, this MortgageDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Trustor shall indemnify, defend and hold Lender Beneficiary harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Beneficiary commences an action against Borrower Trustor to enforce any of the terms hereof or to prosecute any breach by Borrower Trustor of any of the terms hereof or to recover any sum secured hereby, Borrower Trustor shall pay to Lender Beneficiary its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Trustor breaches any term of this MortgageDeed of Trust, Lender Beneficiary may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerTrustor, Borrower Trustor shall pay Lender Beneficiary reasonable attorneys’ fees and expenses incurred by LenderBeneficiary, whether or not an action is actually commenced against Borrower Trustor by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, limitation any attorney or law firm engaged by Lender Beneficiary and LenderBeneficiary’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any firm and appellate counsel fees, if applicable, applicable and any allocation charges and allocation costs of LenderBeneficiary’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) if Lender is made a party to any action, claim or litigation in connection with the Debt, this Deed of Trust, the Property, or any part thereof, the exercise by Lender of any rights or remedies granted to it under this Deed of Trust or arise from the information provided in accordance with the terms hereof (a “Proceeding”), any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender reason of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofsuch Proceeding; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment, but exclusive of any such liability arising from Lender’s gross negligence or willful misconduct. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term an Event of default exists under this MortgageDeed of Trust, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach Event of Default by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender within ten (10) days of Lender’s demand, whether or not an action is actually commenced against Borrower by reason of such breachEvent of Default. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this MortgageAgreement, the other Loan Documents, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofAgreement; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this MortgageAgreement, the other Loan Documents, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover of any sum secured herebyof the other Loan Documents, Borrower shall pay to Lender its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this MortgageAgreement, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection Section 4.26 and elsewhere in this Mortgage Agreement shall include, include without limitation, limitation any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection Section 4.26 and elsewhere in this Mortgage Agreement shall include, include without limitation, limitation any fees of such attorney or law firm, any appellate counsel fees, if applicable, firm and any allocation charges and allocation costs of Lender’s in-house counsel. The rights of Lender and obligations of Borrower under this section shall survive the foreclosure of the Mortgage and/or the repayment of the Debt. The rights of Lender under this section shall inure to the benefit of all current and future holders of all or any portion of the Loan from time to time, and shall continue to inure to the benefit of any such holder even after any such holder transfers its interest in the Loan (it being acknowledged, for purposes of clarification, that in connection with any transfer of a holder’s interest in the Loan, that such rights shall continue to inure to the benefit of both the transferor and transferee of such interest in the Loan). (c) A waiver of subrogation shall be obtained by Borrower from its insurance carrier and, consequently, Borrower waives any and all right to claim or recover against Lender, its officers, employees, agents and representatives, for loss of or damage to Borrower, the Property, Borrower’s property or the property of others under Borrower’s control from any cause insured against or required to be insured against by the provisions of this Agreement.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereof; providedprovided , howeverhowever , that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.enforce

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses enacted asserted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's or its Agent's, employee's or contractor's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgmentjudgment provided, however, that nothing herein shall be construed to obligate Mortgagor to indemnify, defend and hold harmless Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Mortgagee by reason of Mortgagee's or its Agent's, employee's or contractor's willful misconduct or gross negligence. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ ' fees and expensesexpenses if Mortgagee prevails in such action. The right to such attorneys’ ' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ ' fees and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender Mortgagee and Lender’s Mortgagee's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any reasonable appellate counsel fees, if applicable, and any allocation reasonable allocable charges and allocation allocable costs of Lender’s Mortgagee's in-house counsel.

Indemnification; Subrogation. (a) Borrower Borrowers shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the any Individual Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this MortgageAgreement, the Propertyother Loan Documents, the Individual Properties, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage Agreement, any Debenture or arise from the information provided in accordance with the terms hereofother Loan Documents; provided, however, that nothing herein shall be construed to obligate Borrower Borrowers to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, the Debentures, this MortgageAgreement, the other Loan Documents, any Individual Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Borrowers shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against any Borrower to enforce any of the terms hereof or to prosecute any breach by any Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower Borrowers shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If any Borrower breaches any term of this MortgageAgreement, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by a Borrower, Borrower Borrowers shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower one or more Borrowers by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Agreement and the other Loan Documents shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Agreement and the other Loan Documents shall include, without limitation, any fees of such attorney or law firm, and any appellate counsel fees, if applicable. (c) A waiver of subrogation shall be obtained by each Borrower from its insurance carrier and, consequently, each Borrower waives any and all right to claim or recover against Lender, its officers, employees, agents and representatives, for loss of or damage to such Borrower, the Individual Property that it owns, such Borrower’s property or the property of others under such Borrower’s control from any allocation charges and allocation costs cause insured against or required to be insured against by the provisions of Lender’s in-house counselthe related Debenture or this Agreement.

Indemnification; Subrogation. (a) Borrower Grantor shall indemnify, defend and hold Lender Beneficiary harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Trust Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Beneficiary's reasonable attorneys’ ' fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Beneficiary in connection with the Debt, this MortgageDeed of Trust, the Trust Property, or any part thereof, or the exercise by Lender Beneficiary of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofDeed of Trust; provided, -------- however, that nothing herein shall be construed to obligate Borrower Grantor to ------- indemnify, defend and hold harmless Lender Beneficiary from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Beneficiary by reason of Lender’s Beneficiary's willful misconduct or gross negligencenegligence or in connection with Beneficiary effecting a Secondary Market Transaction. (b) If Lender Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Lender Beneficiary concerning the making or enforcement of the Debt, this MortgageDeed of Trust, the Trust Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Grantor shall indemnify, defend and hold Lender Beneficiary harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees and expenses incurred by Lender Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Beneficiary commences an action against Borrower Grantor to enforce any of the terms hereof or to prosecute any breach by Borrower Grantor of any of the terms hereof or to recover any sum secured hereby, Borrower Grantor shall pay to Lender Beneficiary its reasonable attorneys’ ' fees and expenses. The right to such attorneys’ ' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Grantor breaches any term of this MortgageDeed of Trust, Lender Beneficiary may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerGrantor, Borrower Grantor shall pay Lender Beneficiary reasonable attorneys’ ' fees and expenses incurred by LenderBeneficiary, whether or not an action is actually commenced against Borrower Grantor by reason of such breach. All references to “"attorneys” " in this --------- Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any attorney or law firm engaged by Lender Beneficiary and Lender’s Beneficiary's in-house counsel, and all references to “"fees and expenses” " in this Subsection ----------------- and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s Beneficiary's in-house counsel. (c) A waiver of subrogation shall be obtained by Grantor from its insurance carrier and, consequently, Grantor waives any and all right to claim or recover against Beneficiary, its officers, employees, agents and representatives, for loss of or damage to Grantor, the Trust Property, Grantor's property or the property of others under Grantor's control from any cause insured against or required to be insured against by the provisions of this Deed of Trust.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: , (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lenderincluding, but not limited to, Mortgagee’s reasonable attorneys’ fees and expenses, together with reasonable appellate counsel fees, if any, and expenses) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of LenderMortgagee’s willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including including, but not limited to, reasonable attorneys’ fees and expenses (together with reasonable appellate counsel fees and expenses, if any) incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby; provided, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses however, that nothing herein shall be deemed construed to have accrued on the commencement of such actionobligate Mortgagor to indemnify, defend and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches hold harmless Mortgagee from and against any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall includeliabilities, without limitationobligations, any fees of such attorney or law firmlosses, any appellate counsel feesdamages, if applicablepenalties, and any allocation charges and allocation costs of Lender’s in-house counsel.claims, actions,

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ ' fees and expenses. The right to such attorneys’ ' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ ' fees and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender Mortgagee and Lender’s Mortgagee's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s Mortgagee's in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.,

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the DebtObligations, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the DebtObligations, this Mortgage, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the DebtObligations, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or of any of the other Loan Documents, or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any fees of such attorney or law firm, any appellate counsel fees, if applicable, firm and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this MortgageSecurity Deed, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage Security Deed or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this MortgageSecurity Deed, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this MortgageSecurity Deed, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Security Deed shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Security Deed shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender as a result of a claim made by a third party against Lender in connection with the Debt, this Mortgage, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted or asserted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment, unless such litigation is as a result of gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any reasonable allocation charges and reasonable allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, Debt and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including LenderMortgagee’s reasonable attorneys’ feesfees and expenses) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this MortgageMortgage and any other Loan Document, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses to the extent enacted against, imposed on or incurred by Lender Mortgagee solely by reason of LenderMortgagee’s willful misconduct or gross negligencenegligence as finally determined by a court of competent jurisdiction. (b) Mortgagor hereby indemnifies and holds Mortgagee harmless from and against all loss, cost and expenses with respect to any Event of Default hereof, any liens (i.e., judgments, mechanics’ and materialmen’s liens, or otherwise), charges and encumbrances filed against the Property, and from any claims and demands for damages or injury, including claims for property damage, personal injury or wrongful death, arising out of or in connection with any accident or fire or other casualty on the Premises or the Improvements or any nuisance made or suffered thereon, except to the extent due solely to Mortgagee’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, including, without limitation, in any case, reasonable attorneys’ fees, costs and expenses as aforesaid, whether at pretrial, trial or appellate level, and such indemnity shall survive payment in full of the Debt. This Section shall not be construed to require Mortgagee to incur any expenses, make any appearances or take any actions. (c) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debt, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender its Mortgagee the reasonable attorneys’ fees and expensesexpenses incurred by Mortgagee in connection therewith. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this MortgageMortgage or any other Loan Document, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ fees and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and LenderMortgagee but not Mortgagee’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its (together with reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this Mortgage, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, any) and any allocation charges and allocation costs of Lender’s in-house counsel.expenses incurred by Mortgagee

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or of any of the other Loan Documents, or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any attorney or law firm engaged by Lender Mortgagee and Lender’s Mortgagee's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage Deed of Trust or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Lxxxxx by reason of LenderLxxxxx’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Lxxxxx commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this MortgageDeed of Trust, Lender Lxxxxx may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerBxxxxxxx, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by LenderLxxxxx, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any attorney or law firm engaged by Lender Lxxxxx and LenderLxxxxx’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower shall indemnify, defend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s reasonable attorneys’ fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender in connection with the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Mortgage Deed of Trust or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. (b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the Debt, this MortgageDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower shall indemnify, defend and hold Lender harmless for, from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees and expenses incurred by Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of any of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ fees and expenses. The right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower breaches any term of this MortgageDeed of Trust, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage Deed of Trust shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which that may be made relating to the Mortgaged Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which that may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment; provided, however, that Mortgagor shall have the right, at its sole cost and expense, to participate in any such litigation. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ ' fees (together with reasonable appellate counsel, fees, if any) and expenses. The right to such attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender the reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “"attorneys” " in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender Mortgagee and Lender’s Mortgagee's in-house counsel, and all references to “"fees and expenses” " in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, firm and any allocation charges and allocation costs of Lender’s in-house counsel.any

Indemnification; Subrogation. (a) Borrower Grantor shall indemnify, defend and hold Lender Beneficiary harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Beneficiary's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Beneficiary in connection with the Debtsecured indebtedness, this MortgageDeed of Trust, the Property, or any part thereof, or the exercise by Lender Beneficiary of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofDeed of Trust; provided, however, that nothing herein shall be construed to obligate Borrower Grantor to indemnify, defend and hold harmless Lender Beneficiary from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Beneficiary by reason of Lender’s Beneficiary's willful misconduct or gross negligence. (b) If Lender Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Lender Beneficiary concerning the Debtsecured indebtedness, this MortgageDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Grantor shall indemnify, defend and hold Lender Beneficiary harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Beneficiary commences an action against Borrower Grantor to enforce any of the terms hereof or to prosecute any breach by Borrower Grantor of any of the terms hereof or of any of the other Loan Documents, or to recover any sum secured hereby, Borrower Grantor shall pay to Lender Beneficiary its reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Grantor breaches any term of this MortgageDeed of Trust, Lender Beneficiary may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerGrantor, Borrower Grantor shall pay Lender Beneficiary reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderBeneficiary, whether or not an action is actually commenced against Borrower Grantor by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel."

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the Debt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses enacted asserted against, imposed on or incurred by Lender Mortgagee by reason of Lender’s Mortgagee's or its agent's, employee's or contractor's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgmentjudgment provided, however, that nothing herein shall be construed to obligate Mortgagor to indemnify, defend and hold harmless Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by Mortgagee by reason of Mortgagee's or its agent's, employee's or contractor's willful misconduct or gross negligence. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ ' fees and expensesexpenses if Mortgagee prevails in such litigation or proceeding. The right to such attorneys’ ' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgmentjudgment if Mortgagee prevails in such litigation or proceeding. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall pay Lender reasonable attorneys’ fees and expenses incurred by Lender, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.of

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the Debtsecured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Lender’s Mortgagee's reasonable attorneys’ ' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee solely by reason of Lender’s Mortgagee's willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the Debtsecured indebtedness, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ ' fees (together with reasonable appellate counsel, fees, if any) and expenses. The right to such attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this Mortgage, Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ ' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any attorney or law firm engaged by Lender and Lender’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, without limitation, any fees of such attorney or law firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Lender’s in-house counsel.actually

Indemnification; Subrogation. (a) Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Property or the DebtObligations, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including LenderMortgagee’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by Lender Mortgagee in connection with the DebtObligations, this Mortgage, the Property, or any part thereof, or the exercise by Lender Mortgagee of any rights or remedies granted to it under this Mortgage or arise from the information provided in accordance with the terms hereofMortgage; provided, however, that nothing herein shall be construed to obligate Borrower Mortgagor to indemnify, defend and hold harmless Lender Mortgagee from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender Mortgagee by reason of LenderMortgagee’s willful misconduct or gross negligence. (b) If Lender Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Lender Mortgagee concerning the DebtObligations, this Mortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Borrower Mortgagor shall indemnify, defend and hold Lender Mortgagee harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Lender Mortgagee commences an action against Borrower Mortgagor to enforce any of the terms hereof or to prosecute any breach by Borrower Mortgagor of any of the terms hereof hereof, or to recover any sum secured hereby, Borrower Mortgagor shall pay to Lender Mortgagee its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Borrower Mortgagor breaches any term of this MortgageMortgage (subject to applicable notice and cure periods), Lender Mortgagee may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by BorrowerMortgagor, Borrower Mortgagor shall pay Lender Mortgagee reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by LenderMortgagee, whether or not an action is actually commenced against Borrower Mortgagor by reason of such breach. All references to “attorneys” in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any attorney or law firm engaged by Lender Mortgagee and LenderMortgagee’s in-house counsel, and all references to “fees and expenses” in this Subsection and elsewhere in this Mortgage shall include, include without limitation, limitation any fees of such attorney or law firm, any appellate counsel fees, if applicable, firm and any allocation charges and allocation costs of LenderMortgagee’s in-house counsel. (c) A waiver of subrogation shall be obtained by Mortgagor from its insurance carrier and, consequently, Mortgagor waives any and all right to claim or recover against Mortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Property, Mortgagor’s property or the property of others under Mortgagor’s control from any cause insured against or required to be insured against by the provisions of this Mortgage.