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202202G60
<br />Section 3.4. Release From Liability; Indemnification. Administrative Agent and its successors
<br />and assigns are hereby released and absolved from all liability for failure to enforce the Leases and/or the
<br />collection of the Rents and from all other responsibility in connection therewith, except the responsibility
<br />of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and
<br />hold harmless Administrative Agent (for purposes of this paragraph, the term "Administrative Agent" shall
<br />include the directors, officers, partners, employees and agents of Administrative Agent and any persons or
<br />entities owned or controlled by or affiliated with Administrative Agent) from and against all claims,
<br />demands, liabilities, losses, damages (including without limitation consequential damages), causes of
<br />action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees
<br />and expenses) imposed upon, asserted against or incurred or paid by Administrative Agent by reason of the
<br />assertion that Administrative Agent received, either before or after payment in full of the secured
<br />indebtedness, funds claimed by third persons (and/or funds in respect of consideration paid in violation of
<br />applicable contracts or any Requirement of Law), and Administrative Agent shall have the right to defend
<br />against any such claims or actions, employing attorneys of its own selection. In addition, if not furnished
<br />with indemnity satisfactory to it, Administrative Agent shall have the right to compromise and adjust any
<br />such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all
<br />amounts paid by Administrative Agent in compromise, satisfaction or discharge of any such claim, action
<br />or judgment, and all court costs, attorneys' fees and other expenses of every character expended by
<br />Administrative Agent pursuant to the provisions of this section shall be a demand obligation (which
<br />obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Administrative Agent and
<br />shall bear interest, from the date expended until paid, at the rate set forth in Section 2.9(c) of the Credit
<br />Agreement. The foregoing indemnities shall not terminate upon the Release Date (as hereinafter defined)
<br />or upon the release, foreclosure or other termination of this Mortgage but will survive the Release Date,
<br />foreclosure of this Mortgage or conveyance in lieu of foreclosure, and the repayment of the secured
<br />indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or
<br />securing the secured indebtedness with respect to claims or actions arising out of events that occur prior to
<br />the Release Date. The "Release Date" as used herein shall mean the earlier of the following two dates: (i)
<br />the date on which the indebtedness and other obligations secured hereby have been paid and performed in
<br />full (other than (A) contingent indemnification obligations and (B) obligations and liabilities under
<br />Specified Cash Management Agreements and Specified Swap Agreements either (x) as to which
<br />arrangements satisfactory to the applicable Secured Party shall have been made or (y) notice has not been
<br />received by Administrative Agent from the applicable Secured Party that such amounts are then due and
<br />payable)) and this Mortgage has been released of record, or (ii) the date on which the Lien of this Mortgage
<br />is foreclosed or a deed in lieu of such foreclosure is fully effective and recorded. WITHOUT
<br />LIMITATION, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR AGREES
<br />THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH
<br />INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES,
<br />LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES),
<br />CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING
<br />WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH IN
<br />WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
<br />(AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities shall not apply to any
<br />particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of
<br />the indemnification is caused by or arises out of the gross negligence or willful misconduct of such
<br />particular indemnified party.
<br />Section 3.5. Mortgagor's Absolute Obligation to Pay Note. Nothing herein contained shall detract
<br />from or limit the obligations of Mortgagor to make prompt payment of the Notes, and any and all other
<br />secured indebtedness, at the time and in the manner provided herein, in the Loan Documents, any Specified
<br />Swap Agreement, and any Specified Cash Management Agreement, regardless of whether the Rents herein
<br />assigned are sufficient to pay same, and the rights under this Article III shall be cumulative of all other
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