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200003557
<br />Article 10 - INDEMNIFICATION
<br />Section 10.1 General Indemnification.
<br />(a) Borrower shall, at its sole cost and expense, indemnify, defend and hold harmless the
<br />Indemnified Parties (defined below) from and against any and all claims, suits, actions, proceedings,
<br />obligations, debts, damages, losses, costs, diminutions in value, fines, penalties, charges, fees, expenses,
<br />judgments, awards, amounts paid in settlement, or punitive damages, or other liabilities (including without
<br />limitation strict liabilities) of whatever kind or nature (including, but not limited to reasonable fees and
<br />expenses of legal counsel and other costs of defense) (collectively, "Losses ") imposed upon or incurred by
<br />or asserted against any Indemnified Parties and directly or indirectly arising out of, or in any way relating to,
<br />any one or more of the following (but excluding Losses arising out of Lender's or any Indemnified Party's
<br />gross negligence or willful misconduct):
<br />(i) ownership of this Security Instrument, the Property or any interest therein or receipt
<br />of any Rents;
<br />(ii) any amendment to, or restructuring of, the Debt, and the Note, this Security
<br />Instrument, or any Other Loan Documents;
<br />(iii) any and all lawful action that may be taken by Lender or Trustee in connection with
<br />the enforcement of the provisions of this Security Instrument or the Note or any of the Other Loan
<br />Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any
<br />Guarantor or Indemnitorand /or any member, partner, joint venturer or shareholder thereof becoming a party
<br />to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding;
<br />(iv) any accident, injury to or death of persons or loss of or damage to property occurring
<br />in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or
<br />adjacent parking areas, streets or ways;
<br />(v) any use, nonuse or condition in, on or about the Property or any part thereof or on
<br />the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;
<br />(vi) any failure on the part of Borrower to perform or be in compliance with any of the
<br />terms of this Security Instrument or the Other Loan Documents;
<br />(vii) performance of any labor or services or the furnishing of any materials or other
<br />property in respect of the Property or any part thereof;
<br />(viii) the failure of any person to file timely with the Internal Revenue Service an accurate
<br />Form 1099 -13, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange
<br />Transactions, which may be required in connection with the Security Instrument, or to supply a copy thereof
<br />in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Security
<br />Instrument is made;
<br />(ix) any failure of the Property to be in compliance with any Applicable Laws;
<br />(x) the enforcement by any Indemnified Party of the provisions of this Article 10;
<br />(xi) any and all claims and demands whatsoever which maybe asserted against Lender
<br />by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms,
<br />covenants, or agreements contained in any Lease;
<br />ATLANTA4181845.4
<br />GMACCM (SLP) — DOT (8/98) 29 Grand Isle, Nebraska
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