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20100595E
<br />shareholders, partners, employees, agents, servants, representatives, contractors,
<br />subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all
<br />of the foregoing.
<br />Section 12.2. MORTGAGE OR INTANGIBLE TAX. Borrower shall, at its sole
<br />cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties
<br />from and against any and all Losses imposed upon or incurred by or asserted against any
<br />Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on
<br />the making or recording of this Security Instrument, the Loan Agreement, the Note or any of the
<br />Other Security Documents, except far net income taxes and franchise taxes (imposed in lieu of
<br />net income taxes) imposed upon an Indemnified Party as a result of a present or former
<br />connectian between the jurisdiction of the government or taxing authority imposing such tax and
<br />the Indemnified Party (excluding a connection arising solely from the Indemnified Party having
<br />executed, delivered, or performed its obligations or received a payment under, or enforced, this
<br />Security Instrument, the Loan Agreement, the Note and the Other Security Documents) or any
<br />political subdivision or taxing authority thereof or therein.
<br />Section 12.3. DUTY TO DEFEND• ATTORNEYS FEES AND OTHER FEES AND
<br />EXPENSES. Upon written request by any Indemnified Party, Borrower shall defend such
<br />Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party)
<br />by attorneys and other professionals approved by the Indemnified Parties. Notwithstanding the
<br />foregoing, any Indemnified Parties may, in their sole and absolute discretion, engage their own
<br />attorneys and other professionals to defend or assist them, and, at the option of Indemnified
<br />Parties, their attorneys shall control the resolution of claim or proceeding. Upon demand,
<br />Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse,
<br />the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys,
<br />engineers, environmental consultants, laboratories and other professionals in connection
<br />therewith.
<br />ARTICLE 13 -WAIVERS
<br />Section 13.1. WAIVER OF COUNTERCLAIM. Subject to Borrower's set-off
<br />rights under Section S.p1(f) of the Loan Agreement, Borrower hereby waives the right to
<br />assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or
<br />proceeding brought against it by Lender arising out of or in any way connected with this Security
<br />Instrument, Loan Agreement, the Note, any of the Other Security Documents, or the Obligations.
<br />Section 13.2. MARSHALLING AND OTHER MATTERS. Borrower hereby
<br />waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension,
<br />reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the
<br />event of any sale hereunder of the Property ar any part thereof or any interest therein. Further,
<br />Borrower hereby expressly waives any and all rights of redemption from sale under any order or
<br />decree of foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each
<br />and every person acquiring any interest in or title to the Property subsequent to the date of this
<br />Security Instrument and on behalf of all persons to the extent permitted by applicable law.
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