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constitutional provision, statute ordinance, law or regulation), but nothing herein contained shall require the Agent to employ counsel to represent the Owner in any such proceeding or suit. C. The Owner shall indemnify, defend and save the Agent harmless from all claims, investigations and suits with respect to any alleged or actual violation of state or federal laws, except for activities arising out of Agent's willful misconduct or gross negligence was a result of Owner's instruction or direction, in which event Owner shall indemnify Agent. Owner's obligation under this paragraph 20c. shall include the payment of all settlements, judgements, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, litigation expenses and attorney's fees. d. To give adequate advance written notice to the Agent if payment of mortgage indebtedness, general taxes or special assessments or the placing of fire, steam boiler or any other insurance is desired. e. The Owner agrees to indemnify the Agent as to any liability imposed upon the Agent by virtue of Agent's actions with respect to the Property, except for activities arising out of Agents willful misconduct or gross negligence, unless such conduct or gross negligence was a result of Owner's instruction or direction, which event Owner shall indemnify Agent. 21. AGENT'S COMPENSATION. All forms of compensation to Agent are Property Expenses. The Agent will be compensated for its services under this Agreement by a monthly management fee. Such fee will be payable not later than the fifth (5th) day of each month for the preceding month. On the first day of each succeeding month during the term of the Agreement the monthly management fee shall be as follows: • 117 East Wayne Street — Wayne Street Garage Retail monthly management fee will be a minimum of Two Hundred Dollars ($200) or 5 % of gross revenues collected whichever is greater. • 118 -131 South Michigan Street — Leighton Plaza Garage Retail /Michigan Street Shops monthly fee will be a minimum of Six Hundred Twenty - Five Dollars ($625) or 5% of gross revenues collected whichever is greater. • Leighton Plaza Courtyard located at 130 South Main Street monthly fee will be a flat fee of Seventy -Five Dollars ($75). -7-