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<br />execution, delivery, administration or performance of this Deed of Trust or any
<br />other Security Document and any consent or waiver thereunder and any
<br />amendment thereof, or (b) if an Event of Default occurs, shall reimburse the
<br />Beneficiary, the Administrative Agent and any other Secured Party for all
<br />out -of- pocket expenses, including reasonable attorneys' fees and expenses, (i)
<br />paid or incurred by the Beneficiary, the Administrative Agent or any such
<br />Secured Party in connection with (A) such Event of Default and collection,
<br />bankruptcy, insolvency and enforcement proceedings resulting therefrom or (B)
<br />the exercise or enforcement of any right or remedy under or with respect to this
<br />Deed of Trust or any other Security Document or (ii) otherwise paid or incurred
<br />with respect to this Deed of Trust or any other Security Document, together, in
<br />each case, with interest thereon at the Interest Rate from the date paid by the
<br />Beneficiary, the Administrative Agent or such Secured Party through the date
<br />repaid to the Beneficiary or such Secured Party, as the case may be. All such
<br />funds advanced in the reasonable exercise of the Beneficiary's, the Administrative
<br />Agent's or any other Secured Party's judgment that the same are needed to protect
<br />the Trust Property, the Lien of this Deed of Trust or the Secured Obligations are
<br />to be deemed obligatory advances hereunder. The obligations of the Grantor
<br />under this Section shall be part of the Secured Obligations and shall survive any
<br />foreclosure or transfer in lieu of foreclosure of this Deed of Trust and the release
<br />of this Deed of Trust.
<br />Section 4.02. Indemnification. (a) The Grantor shall protect, indemnify
<br />and save harmless the Beneficiary, the other Secured Parties and the stockholders,
<br />directors, officers, employees, agents and other representatives of, and partners in,
<br />the Beneficiary and any of the Secured Parties (each an "Indemnified Person ")
<br />from and against all liabilities, obligations, claims, damages, penalties, causes of
<br />action, costs and expense (including without limitation reasonable attorneys' fees
<br />and expenses whether incurred within or outside the judicial process), imposed
<br />upon or incurred by or asserted against any such Indemnified Person by reason of
<br />(i) this Deed of Trust or the Trust Property or any interest therein or receipt of
<br />any Rents; (ii) any accident, injury to or death of persons or loss of or damage to
<br />property occurring in, on or about the Trust Property or any part thereof or on the
<br />adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or
<br />ways; (iii) any failure on the part of the Grantor to perform or comply with any of
<br />the terms of this Deed of Trust; (iv) performance of any labor or services or the
<br />furnishing of any materials or other property in respect of the Trust Property or
<br />any part thereof; (v) the presence, disposal, escape, seepage, leakage, spillage,
<br />discharge, emission, release, or threatened release of any Hazardous Substances
<br />on, from, or affecting the Trust Property or any other property; (vi) any personal
<br />injury (including wrongful death) or property damage (real or personal) arising
<br />out of or related to such Hazardous Substances; (vii) any lawsuit brought or
<br />threatened, settlement reached, or governmental order relating to such Hazardous
<br />Substances; or (viii) any violation of laws, orders, regulations, requirements, or
<br />demands of government authorities, which are based upon or in any way related
<br />to such Hazardous Substances including, without limitation, the costs and
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<br />(NY) 04675/ 120 /REALJNEBRASKA/form.dot.NE.doc
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