Assignor hereby agrees to indemnify and to defend and hold Agent and the Lenders harmless against and from all liability, loss, damage and expense, including attorneys' fees, which it may or shall incur by reason of this Collateral Assignment, or by reason of any commercially reasonable action taken in good faith by Agent hereunder or with respect to the Assigned Contracts and Permits, and against and from any and all claims and demands whatsoever which may be asserted against Agent or any Lender by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants and conditions contained in any of the Assigned Contracts and Permits and except for any liability, loss, damage, or expense arising from the gross negligence or willful misconduct of Agent, Lenders, or the agents of Agent or Lenders.  Should Agent or any Lender incur any such liability, loss, damage or expense, the amount thereof (together with interest thereon at the default rate of interest described in the Credit Agreement if such amounts are not paid within five (5) Business Days after demand therefor) shall be payable by Assignor to Agent and the Lenders immediately upon demand, or at the option of Agent, Agent may reimburse itself therefor out of any receipts, rents, income or profits of the Mortgaged Property collected by Agent before the application of such receipts, rents, income or profits to any other Obligations.