Common use of Indemnification; Subrogation Clause in Contracts

Indemnification; Subrogation. (a) Grantor shall indemnify, defend and hold 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including 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 Grantee in connection with the secured indebtedness, this Security Deed, the Property, or any part thereof, or the exercise by Grantee of any rights or remedies granted to it under this Security Deed; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless 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 Grantee by reason of Grantee's willful misconduct or gross negligence. (b) If Grantee is made a party defendant to any litigation or any claim is threatened or brought against Grantee concerning the secured indebtedness, this Security Deed, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor shall indemnify, defend and hold 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 Grantee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to 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 Grantor breaches any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedMortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedMortgage, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, Debt and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's Mortgagee’s reasonable attorneys' fees, together with reasonable appellate counsel fees, if any’ fees and expenses) of whatever kind or nature which may be asserted against, imposed on or incurred by Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage and any other Loan Document, the Mortgaged Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee solely by reason of Grantee's Mortgagee’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 Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee its Mortgagee the reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expensesexpenses incurred by Mortgagee in connection therewith. 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 Grantor Mortgagor breaches any term of this Security DeedMortgage or any other Loan Document, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Mortgagee and Grantee's Mortgagee’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Mortgagee’s in-house counsel.

Indemnification; Subrogation. (a) Grantor shall indemnifyWe will indemnify you, your affiliates, and your correspondents (and your and their respective officers, directors, employees and agents) and defend and hold Grantee 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 secured indebtednessparty seeing indemnification, and (ii) all costs and expenses (including reasonable attorneys’ fees and legal expenses) of all claims or legal proceedings arising out of the issuance of the Credit, actions taken or not taken by any such indemnified party in connection with the Credit, or incident to the collection of amounts we owe you under this Agreement or your enforcement of your rights under this Agreement, including, without limitation, legal proceedings related to any court order, injunction, or other process or decree restraining or seeking to restrain you from paying any amount under the Credit. Additionally, we will indemnify and hold you and them harmless from and against all liability, obligationsclaims, losses, damages, penalties, claims, actions, suits, costs and or expenses (including Grantee's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any’ fees and legal expenses) arising out of whatever kind or nature which may be asserted against, imposed on or incurred by Grantee (i) your acceptance of telecommunication instructions in connection with the secured indebtednessCredit, this Security Deedincluding, the Propertybut 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 thereof, relating to or affecting the exercise by Grantee Credit. We further agree to indemnify you against the assessment of any rights reserve that may be imposed by any regulatory agency or remedies granted authority as a result of issuing the Credit, and to reimburse you for all costs associated with any such reserve if and when it under is imposed. Each of these indemnities shall constitute an obligation separate and independent from the other obligations contained in this Security Deed; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless 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 Grantee by reason of Grantee's willful misconduct or gross negligenceAgreement. (b) If Grantee is made a party defendant We will pay all of the reasonable attorneys’ fees and other legal expenses you actually incur in connection with this Agreement or the Credit, including, without limitation, your defense of any proceeding initiated by us to enjoin or restrain any litigation or any claim is threatened or brought against Grantee concerning the secured indebtednessdrawing, this Security Deed, the Propertypayment, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor shall indemnify, defend and hold 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 Grantee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee commences an action against Grantor to enforce any negotiation of the terms hereof or 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 prosecute prevent unjust enrichment and to 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 breach by Grantor 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 (iii) the rights of the terms hereof beneficiary or to recover any sum secured hereby, Grantor shall pay to Grantee its reasonable attorneys' fees (together his assignee or person 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 Grantor breaches any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced similar status against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counselus.

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedDeed of Trust, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedDeed of Trust or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedDeed of Trust, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee 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 Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any attorney or law firm engaged by Grantee Mortgagee and GranteeMortgagee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any reasonable fees of f such attorney o or law firm and any allocation charges and allocation costs of GranteeMortgagee's in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee'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 Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of Grantee's Mortgagee’s willful misconduct or gross negligencenegligence or in connection with Mortgagee effecting a Secondary Market Transaction. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessmaking or enforcement of the Debt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee 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 Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Mortgagee and Grantee's Mortgagee’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Mortgagee’s in-house counsel.

Indemnification; Subrogation. (a) Grantor shall indemnify, defend and hold 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including 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 Grantee in connection with the secured indebtedness, this Security Deed, the Property, or any part thereof, or the exercise by Grantee of any rights or remedies granted to it under this Security Deed; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless 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 Grantee by reason of GranteeXxxxxxx's willful misconduct or gross negligence. (b) If Grantee is made a party defendant to any litigation or any claim is threatened or brought against Grantee concerning the secured indebtedness, this Security Deed, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor shall indemnify, defend and hold 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 Grantee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Xxxxxxx commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to 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 Grantor breaches any term of this Security Deed, 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 GrantorXxxxxxx, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee Xxxxxxx and GranteeXxxxxxx's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's or its Agent's, employee's or contractor's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee 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 Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee Mortgagee its reasonable attorneys' fees (together with reasonable appellate counsel fees, and expenses if any) and expensesMortgagee prevails in such action. 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 Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Mortgagee and GranteeMortgagee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any reasonable appellate counsel fees, if applicable, and any allocation reasonable allocable charges and allocation allocable costs of GranteeMortgagee's in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or of any of the other Loan Documents, or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee 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 Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any attorney or law firm engaged by Grantee Mortgagee and GranteeMortgagee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any reasonable fees of such attorney o or law firm and any allocation charges and allocation costs of Grantee's in-house counselfirm.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtednessObligations, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee'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 Grantee Mortgagee in connection with the secured indebtednessObligations, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of Grantee's Mortgagee’s willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessObligations, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof hereof, or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee 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 Grantor Mortgagor breaches any term of this Security DeedMortgage (subject to applicable notice and cure periods), Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any attorney or law firm engaged by Grantee Mortgagee and Grantee's Mortgagee’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any reasonable fees of such attorney o or law firm and any allocation charges and allocation costs of Grantee's Mortgagee’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.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee solely by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee Mortgagee its reasonable attorneys' fees (together with reasonable appellate counsel 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 Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.actually

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedMortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedMortgage, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Trustor shall indemnify, defend and hold Grantee 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 secured indebtednessSecured Obligations, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee'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 Grantee Beneficiary in connection with the secured indebtednessSecured Obligations, this Security DeedDeed of Trust, the Property, or any part thereof, or the exercise by Grantee Beneficiary of any rights or remedies granted to it under this Security DeedDeed of Trust; provided, however, that nothing herein shall be construed to obligate Grantor Trustor to indemnify, defend and hold harmless Grantee 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 Grantee Beneficiary by reason of Grantee's Beneficiary’s willful misconduct or gross negligencenegligence as finally determined by a court of competent jurisdiction. (b) If Grantee Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Grantee Beneficiary concerning the secured indebtednessSecured Obligations, this Security DeedDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Trustor shall indemnify, defend and hold Grantee 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 Grantee Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Beneficiary commences an action against Grantor Trustor to enforce any of the terms hereof or to prosecute any breach by Grantor Trustor of any of the terms hereof or to recover any sum secured hereby, Grantor Trustor shall pay to Grantee 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 Grantor Trustor breaches any term of this Security DeedDeed of Trust, Grantee 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 GrantorTrustor, Grantor Trustor shall pay Grantee Beneficiary reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeBeneficiary, whether or not an action is actually commenced against Grantor Trustor by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation any attorney or law firm engaged by Grantee Beneficiary and Grantee's Beneficiary’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm and appellate counsel fees, if applicable and any allocation charges and allocation costs of Grantee's Beneficiary’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, liens, charges, encumbrances, costs and expenses (including GranteeMortgagee'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 Grantee in connection with the secured indebtednessMortgagee under any lease or occupancy agreement, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security Deed; providedMortgage, howeverand any default under this Mortgage, that 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 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 date incurred by Mortgagee until actually paid by Mortgagor, shall be immediately due and payable to Mortgagee by Mortgagor on demand and shall be secured hereby. However, nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee is made a party defendant to any litigation or any claim is threatened or brought against Grantee concerning the secured indebtedness, this Security Deed, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor . This indemnity shall indemnify, defend and hold 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 Grantee survive payment in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee commences an action against Grantor to enforce any full of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum indebtedness secured hereby, Grantor shall pay to 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 Grantor breaches any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's or its agent's, employee's or contractor's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee 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 Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee Mortgagee its reasonable attorneys' fees (together with reasonable appellate counsel fees, and expenses if any) and expensesMortgagee prevails in such litigation or proceeding. 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 judgmentjudgment if Mortgagee prevails in such litigation or proceeding. If Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.of

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor shall indemnify, defend and hold 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 Grantee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to 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 Grantor breaches any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.,

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's including, but not limited to, Mortgagee’s reasonable attorneys' fees’ 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 Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of Grantee's Mortgagee’s willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 feesfees and expenses, if any) and expenses incurred by Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby; provided, Grantor shall pay to Grantee its reasonable attorneys' fees (together with reasonable appellate counsel feeshowever, if any) and expenses. The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses 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 Grantor breaches hold harmless Mortgagee from and against any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.liabilities, obligations, losses, damages, penalties, claims, actions,

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessObligations, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessObligations, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessObligations, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or of any of the other Loan Documents, or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedMortgage, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include without limitation any reasonable fees of such attorney o or law firm and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeBeneficiary'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 Grantee Beneficiary in connection with the secured indebtednessDebt, this Security DeedDeed of Trust, the Trust Property, or any part thereof, or the exercise by Grantee Beneficiary of any rights or remedies granted to it under this Security DeedDeed of Trust; provided, -------- however, that nothing herein shall be construed to obligate Grantor to ------- indemnify, defend and hold harmless Grantee 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 Grantee Beneficiary by reason of GranteeBeneficiary's willful misconduct or gross negligencenegligence or in connection with Beneficiary effecting a Secondary Market Transaction. (b) If Grantee Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Grantee Beneficiary concerning the secured indebtednessmaking or enforcement of the Debt, this Security DeedDeed of Trust, the Trust Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor shall indemnify, defend and hold Grantee 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 Grantee Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Beneficiary commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to Grantee 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 Grantor breaches any term of this Security DeedDeed of Trust, Grantee 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 Grantor, Grantor shall pay Grantee Beneficiary reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeBeneficiary, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this --------- Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Beneficiary and GranteeBeneficiary's in-house counsel, and all references to "fees and expenses" in this Subsection ----------------- and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of GranteeBeneficiary'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) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedDeed of Trust, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedDeed of Trust or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lxxxxx by reason of Grantee's Lxxxxx’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lxxxxx commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedDeed of Trust, Grantee 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 GrantorBxxxxxxx, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLxxxxx, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lxxxxx and Grantee's Lxxxxx’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender as a result of a claim made by a third party against Lender in connection with the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedMortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee 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 Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedMortgage, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any reasonable allocation charges and reasonable allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Borrowers shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedAgreement, the Propertyother Loan Documents, the Individual Properties, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedAgreement, any Debenture or the other Loan Documents; provided, however, that nothing herein shall be construed to obligate Grantor Borrowers to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, the Debentures, this Security DeedAgreement, 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 Grantor Borrowers shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor any Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor any Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrowers shall pay to Grantee 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 Grantor any Borrower breaches any term of this Security DeedAgreement, Grantee 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 Grantora Borrower, Grantor Borrowers shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor one or more Borrowers by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Agreement and the other Loan Documents shall include include, without limitation limitation, any attorney or law firm engaged by Grantee and Grantee's in-house counselLender, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Agreement and the other Loan Documents shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, and any allocation charges 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 allocation costs all right to claim or recover against Lender, its officers, employees, agents and representatives, for loss of Grantee's in-house counselor 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 cause insured against or required to be insured against by the provisions of the related Debenture or this Agreement.

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedMortgage or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to 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 Grantor breaches any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.enforce

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedDeed of Trust, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedDeed of Trust or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee Lender harmless for, 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedDeed of Trust, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee 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 Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Mortgagee and GranteeMortgagee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of GranteeMortgagee's in-house counsel.

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedAgreement, the other Loan Documents, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedAgreement; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedAgreement, 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 Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover of any sum secured herebyof the other Loan Documents, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security DeedAgreement, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection Section 4.26 and elsewhere in this Security Deed Agreement shall include without limitation any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection Section 4.26 and elsewhere in this Security Deed Agreement shall include without limitation any reasonable fees of such attorney o or law firm and any allocation charges and allocation costs of Grantee's 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) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, 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 Grantee's 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 Grantee in connection with the secured indebtedness, this Security Deed, the Property, or any part thereof, or the exercise Lender by Grantee reason of any rights or remedies granted to it under this Security Deedsuch Proceeding; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee 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 Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor breaches any term an Event of default exists under this Security DeedDeed of Trust, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender within ten (10) days of Lender’s demand, whether or not an action is actually commenced against Grantor Borrower by reason of such breachEvent of Default. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtedness, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to 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 Grantor breaches any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.Mortgagee

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedMortgage or arise from the information provided in accordance with the terms hereof; providedprovided , howeverhowever , that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to 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 Grantor breaches any term of this Security Deed, 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 Grantor, Grantor shall pay Grantee reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Grantee, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.enforce

Indemnification; Subrogation. (a) Grantor Trustor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeBeneficiary'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 Grantee Beneficiary in connection with the secured indebtednessDebt, this Security DeedDeed of Trust, the Mortgaged Property, or any part thereof, or the exercise by Grantee Beneficiary of any rights or remedies granted to it under this Security DeedDeed of Trust; provided, however, that nothing herein shall be construed to obligate Grantor Trustor to indemnify, defend and hold harmless Grantee 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 Grantee Beneficiary by reason of GranteeBeneficiary's willful misconduct or gross negligence. (b) If Grantee Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Grantee Beneficiary concerning the secured indebtednessDebt, this Security DeedDeed of Trust, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Trustor shall indemnify, defend and hold Grantee 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 Grantee Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Beneficiary commences an action against Grantor Trustor to enforce any of the terms hereof or to prosecute any breach by Grantor Trustor of any of the terms hereof or to recover any sum secured hereby, Grantor Trustor shall pay to Grantee 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 Grantor Trustor breaches any term of this Security DeedDeed of Trust, Grantee 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 GrantorTrustor, Grantor Trustor shall pay Grantee Beneficiary reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeBeneficiary, whether or not an action is actually commenced against Grantor Trustor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Beneficiary and GranteeBeneficiary's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed of Trust shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm and firm, any allocation charges and allocation costs of Grantee's in-house counselappellate counsel fees, if applicable.

Indemnification; Subrogation. (a) Grantor Borrower shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's 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 Grantee Lender in connection with the secured indebtednessDebt, this Security Deed, the Property, or any part thereof, or the exercise by Grantee Lender of any rights or remedies granted to it under this Security DeedDeed or arise from the information provided in accordance with the terms hereof; provided, however, that nothing herein shall be construed to obligate Grantor Borrower to indemnify, defend and hold harmless Grantee 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 Grantee Lender by reason of Grantee's Lender’s willful misconduct or gross negligence. (b) If Grantee Lender is made a party defendant to any litigation or any claim is threatened or brought against Grantee Lender concerning the secured indebtednessDebt, this Security Deed, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Borrower shall indemnify, defend and hold Grantee 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 Grantee Lender in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Lender commences an action against Grantor Borrower to enforce any of the terms hereof or to prosecute any breach by Grantor Borrower of any of the terms hereof or to recover any sum secured hereby, Grantor Borrower shall pay to Grantee 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 Grantor Borrower breaches any term of this Security Deed, Grantee 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 GrantorBorrower, Grantor Borrower shall pay Grantee Lender reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeLender, whether or not an action is actually commenced against Grantor Borrower by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Lender and Grantee's Lender’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm firm, any appellate counsel fees, if applicable, and any allocation charges and allocation costs of Grantee's Lender’s in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtednessDebt, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeMortgagee'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 Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee by reason of GranteeMortgagee's willful misconduct or gross negligence. (b) If Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessDebt, this Security DeedMortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee 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 Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee Mortgagee its reasonable attorneys' fees (together with reasonable appellate counsel 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 Grantor Mortgagor breaches any term of this Security DeedMortgage, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee the reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee Mortgagee and GranteeMortgagee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm and any allocation charges and allocation costs of Grantee's in-house counsel.any

Indemnification; Subrogation. (a) Grantor shall indemnify, defend and hold Grantee 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 secured indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including GranteeBeneficiary'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 Grantee Beneficiary in connection with the secured indebtedness, this Security DeedDeed of Trust, the Property, or any part thereof, or the exercise by Grantee Beneficiary of any rights or remedies granted to it under this Security DeedDeed of Trust; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless Grantee 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 Grantee Beneficiary by reason of GranteeBeneficiary's willful misconduct or gross negligence. (b) If Grantee Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Grantee Beneficiary concerning the secured indebtedness, this Security DeedDeed of Trust, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor shall indemnify, defend and hold Grantee 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 Grantee Beneficiary in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Beneficiary commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or of any of the other Loan Documents, or to recover any sum secured hereby, Grantor shall pay to Grantee 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 Grantor breaches any term of this Security DeedDeed of Trust, Grantee 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 Grantor, Grantor shall pay Grantee Beneficiary reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeBeneficiary, whether or not an action is actually commenced against Grantor by reason of such breach. All references to "attorneys" in this Subsection and elsewhere in this Security Deed shall include without limitation any attorney or law firm engaged by Grantee and Grantee's in-house counsel, and all references to "fees and expenses" in this Subsection and elsewhere in this Security Deed shall include without limitation any reasonable fees of such attorney o law firm and any allocation charges and allocation costs of Grantee's in-house counsel.

Indemnification; Subrogation. (a) Grantor Mortgagor shall indemnify, defend and hold Grantee 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 secured indebtedness, Debt and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Grantee's Mortgagee’s reasonable attorneys' fees, together with reasonable appellate counsel fees, if any’ fees and expenses) of whatever kind or nature which may be asserted against, imposed on or incurred by Grantee Mortgagee in connection with the secured indebtednessDebt, this Security DeedMortgage and any other Loan Document, the Property, or any part thereof, or the exercise by Grantee Mortgagee of any rights or remedies granted to it under this Security DeedMortgage; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless Grantee 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 Grantee Mortgagee solely by reason of Grantee's Mortgagee’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 Grantee Mortgagee is made a party defendant to any litigation or any claim is threatened or brought against Grantee Mortgagee concerning the secured indebtednessDebt, this Security DeedMortgage, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Grantor Mortgagor shall indemnify, defend and hold Grantee 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 Grantee Mortgagee in any such litigation or claim, whether or not any such litigation or claim is prosecuted to judgment. If Grantee Mortgagee commences an action against Grantor Mortgagor to enforce any of the terms hereof or to prosecute any breach by Grantor Mortgagor of any of the terms hereof or to recover any sum secured hereby, Grantor Mortgagor shall pay to Grantee its Mortgagee the reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expensesexpenses incurred by Mortgagee in connection therewith. 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 Grantor Mortgagor breaches any term of this Security DeedMortgage or any other Loan Document, Grantee 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 GrantorMortgagor, Grantor Mortgagor shall pay Grantee Mortgagee reasonable attorneys' ’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by GranteeMortgagee, whether or not an action is actually commenced against Grantor Mortgagor by reason of such breach. All references to "“attorneys" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any attorney or law firm engaged by Grantee and Grantee's Mortgagee but not Mortgagee’s in-house counsel, and all references to "“fees and expenses" ” in this Subsection and elsewhere in this Security Deed Mortgage shall include include, without limitation limitation, any reasonable fees of such attorney o or law firm and firm, any allocation charges and allocation costs of Grantee's in-house counselappellate counsel fees, if applicable.