September 29,1995
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-000
Xxxxxxx X. Xxxx, Esq.
Xxxxxxxx, Xxxxxx & Finger
One Xxxxxx Square
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: INDEMNIFICATION LETTER AGREEMENT
Dear Ladies and Gentlemen:
For and in consideration of your agreement to serve as the collateral
agents under the Amended and Restated Collateral and Security Agreement, dated
as of September 29, 1995 (the "Security Agreement"), and other Collateral
Documents, the undersigned, Mortgage and Realty Trust, a Maryland real estate
investment trust (the "Company"), does hereby agree to indemnify and hold
harmless Wilmington Trust Company, as corporate collateral agent, and Xxxxxxx X.
Xxxx, as individual collateral agent (collectively, the Collateral Agents)
against any and all losses, liabilities or expenses incurred by either of them
arising out of or in connection with the acceptance or administration of their
duties under the Security Agreement or the other Collateral Documents without
gross negligence or bad faith on his or its part, including, but not limited to,
all losses, liabilities or expenses arising in connection with the Release or
presence of any Hazardous Substance at or from the Real Estate whether
foreseeable or unforeseeable, regardless of the source of such Release or when
such Release occurred or such presence is discovered. The foregoing indemnity
includes,
September 29, 1995
Page 2
without limitation, all costs of removal, Remedial Action, remediation of any
kind, and disposal of such Hazardous Substances (whether or not such Hazardous
Substances may be legally allowed to remain in the Real Estate if removal or
remediation is prudent), after a Foreclosure Action, the cost of determining
whether the Real Estate that was the subject of the Foreclosure Action is in
compliance and causing such Real Estate to be in compliance with all applicable
Environmental Laws, and the Collateral Agents' reasonable attorneys' and
consultants' fees and court costs related thereto. The Collateral Agents shall
notify the Company promptly of any claim for which he or it may seek indemnity.
Failure by the Collateral Agents to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and
the Collateral Agents shall cooperate in the defense. The Collateral Agents may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. The obligations of
the Company under this Indemnification Letter Agreement shall survive the
satisfaction and discharge of the Security Agreement.
Capitalized items used herein without specific definition shall have
the respective meanings set forth in the Security Agreement. This
Indemnification Letter Agreement shall be governed by, and construed and
interpreted in accordance with, the applicable law and jurisdiction set forth in
Section 9.05 of the Security Agreement.
In witness whereof, the undersigned has executed this Indemnification
Letter Agreement as of September 29, 1995
Mortgage and Realty Trust
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------
By: Xxxxxx X. Xxxxxxxxx
Its: Treasurer and C.F.O.
