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201000751 attorneys, consultants and agents (collectively called the "Indemnitees") from and against any and all losses which Agent or any of such Indemnitees may incur under or by reason of the assignment of Tower Leases and Rents, ox for any action taken by Agent or any Lender or the Indemnitees hereunder, ar by reason or in defense of any and all claims and demands whatsoever which may be asserted against Agent or any of the Indemnitees arising out of the Tower Leases, including, without limitation, any claim by any third Person for credit,on account of Rents paid to and received by Mortgagor, but not delivered to Agent or its authorized agents or representatives or employees, for any period under any Tower Lease more than one (l) month in advance of the due date thereof. In the event that Agent or any Lender or any of the Indemnitees incurs any lasses covered by the indemnity set forth in this Section 22 or any article ar section of the Credit Agreements, the amount thereof, including reasonable attorneys' fees, with interest thereon at the interest rate as set forth in the Credit Agreements, shat] be payable by Mortgagor to Agent within ten (l0) days after demand therefor, and shall be secured hereby and by all other security for the payment and performance of the Lender Obligations, including, without limitation, the lien and security interest of this Deed of Trust. The liabilities of Deed of Trust as set forth in this Section 22 shall survive the termination of this Deed of Trust and the repayment of the Lender Obligations. 23. No Liabilit of A . nt. Neither the acceptance nor the exercise of the rights and remedies hereunder nor any other action on the part of Agent or any Person authorized by Agent to exercise Agent's rights hereunder shall be construed to (a) be an assumption by Agent or any such Person or to otherwise make Agent or such Person liable or responsible for the performance of any of the Lender Obligations of Mortgagor under or with respect to the Leases or the Mortgaged Property, or for any Rent, security deposit or other amount delivered to Mortgagor, provided that Agent or any such Person exercising the rights of Agent shall be accountable for any Rents, security deposits or other amounts actually received by Agent or such Person, as the case may be; ar (b) obligate Agent' or any such Person to take any action under or with respect to the Leases or with respect to the Mortgaged Property, to incur any expense ar perform or discharge any duty or obligation under or with respect to the Tower Leases or with respect to the Mortgaged Property, to appear in or defend any action ar proceeding relating to the Tower Leases or the Mortgaged Property, to constitute Agent as aLender-in-possession (unless Agent actually enters and takes possession of the Mortgaged Property), or to be liable in any way for any injury or damage to Persons or property sustained by any Person in or about the Mortgaged Property, other than to the extent caused by the willful misconduct or gross negligence of Agent ar any Person authorized by Agent to exercise the rights of Agent hereunder. 24. Notices. Al] notices, requests, demands and other communications hereunder shall be given in accordance with the provisions of Section 14. l' of each Credit Agreement to Mortgagor and to Agent as specified therein. 25. No Oral Modification. This Deed of Trust may not be amended, supplemented or otherwise modified except in accordance with the provisions of Article l 1 of each Credit Agreement. Any agreement made by Mortgagor and Agent after the date of this Deed of Trust relating to this Deed of Trust shall be superior to the rights of the holder of any intervening or subordinate lien or encumbrance. LIHD/1907386.1 1$