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200509881 other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Deed of Trust or any claim, litigation, investigation or proceeding relating hereto or to the Mortgaged Property, whether or not any Indemnitee is a party thereto; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Docu- ments. The provisions of this Paragraph 27 shall remain operative and in full force and effect regardless of the termination of this Deed of Trust or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Deed of Trust or any other Loan Document, or any investigation made by or on behalf of the Beneficiary or any Credit Party. All amounts due under this Paragraph 27 shall be payable on written demand therefor. 28. Submission to Jurisdiction. GRANTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS DEED OF TRUST MAY BE BROUGHT IN ANY STATE COURT OR FEDERAL COURT SITTING IN THE COMMONWEALTH OF MASSACHUSETTS OR THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED AS THE BENEFICIARY MAY ELECT IN ITS SOLE DISCRETION (SUBJECT TO APPLICABLE LAW) AND THE GRANTOR HEREBY CONSENTS TO THE NON- EXCLUSIVE JURISDICTION OF SUCH COURTS. GRANTOR AND BENEFICIARY (BY ITS ACCEPTANCE OF THIS DEED OF TRUST) EACH HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM AND AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT BENEFICIARY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS DEED OF TRUST AGAINST BENEFICIARY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. GRANTOR AGREES THAT ANY ACTION COMMENCED BY GRANTOR ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS DEED OF TRUST OR ANY OTHER LOAN 24 MA