INCLUDING, WITHOUT LIMITATION, THE REASONABLE OUT-OF-POCKET
COSTS AND PROFESSIONAL FEES OF COUNSEL FOR LENDER, ANY AND ALL TRANSFER,
MORTGAGE OR OTHER TAXES AND ALL RECORDING COSTS THAT MAY BE PAYABLE.
IN THE
FUTURE, BORROWER SHALL PAY PROMPTLY FOLLOWING WRITTEN DEMAND BY THE LENDER, ALL
SUCH COSTS AND EXPENSES INCURRED BY LENDER, IN CONNECTION THEREWITH.
8.10
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BIND AND INURE TO THE
BENEFIT OF BORROWER AND LENDER, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS;
PROVIDED, HOWEVER, BORROWER, THE BANK, AND THE OTHER SUBSIDIARIES SHALL NOT HAVE
ANY RIGHT TO ASSIGN THEIR RIGHTS OR OBLIGATIONS HEREUNDER TO ANY PERSON.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LENDER SHALL HAVE
THE RIGHT, BUT SHALL NOT BE OBLIGATED, TO SELL PARTICIPATION IN THE LOAN MADE
PURSUANT HERETO TO OTHER BANKS, FINANCIAL INSTITUTIONS AND INVESTORS IN
ACCORDANCE WITH SECTION 8.25 HEREOF.
8.11
AMENDMENTS; NO IMPLIED WAIVER.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED, AND BORROWER, THE BANK, AND THE OTHER SUBSIDIARIES MAY TAKE ANY ACTION
HEREIN PROHIBITED, OR OMIT TO PERFORM ANY ACT HEREIN REQUIRED TO BE PERFORMED BY
IT, ONLY IF BORROWER SHALL OBTAIN THE PRIOR WRITTEN CONSENT OF LENDER TO THAT
SPECIFIC AMENDMENT, MODIFICATION, ACTION OR OMISSION TO ACT, AND NO COURSE OF
DEALING BETWEEN BORROWER, THE BANK, OR THE OTHER SUBSIDIARIES AND LENDER SHALL
OPERATE AS A WAIVER OF ANY RIGHT, POWER OR PRIVILEGE GRANTED TO LENDER UNDER
THIS AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT, OR AVAILABLE TO LENDER AT LAW
OR IN EQUITY.
8.12
RIGHTS CUMULATIVE.
ALL RIGHTS, POWERS AND PRIVILEGES GRANTED HEREUNDER
SHALL BE CUMULATIVE TO AND SHALL NOT BE EXCLUSIVE OF ANY OTHER RIGHTS, POWERS
AND PRIVILEGES GRANTED BY ANY OTHER LOAN DOCUMENT OR AVAILABLE AT LAW OR IN
EQUITY.
8.13
INDEMNITY.
BORROWER AGREES TO PROTECT, INDEMNIFY AND SAVE HARMLESS
LENDER, AND ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF LENDER, FROM AND
AGAINST ANY AND ALL (I) CLAIMS, DEMANDS AND CAUSES OF ACTION OF ANY NATURE
WHATSOEVER BROUGHT BY ANY PERSON NOT A PARTY TO THIS AGREEMENT AND ARISING FROM
OR RELATED OR INCIDENT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING,
WITHOUT LIMITATION, ANY LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS ARISING
OUT OF LENDER'S DISPOSITION OF ALL OR PART OF THE COLLATERAL, (II) COSTS AND
EXPENSES INCIDENT TO THE DEFENSE OF SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION,
INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, AND (III)
LIABILITIES, JUDGMENTS, SETTLEMENTS, PENALTIES AND ASSESSMENTS ARISING FROM SUCH
CLAIMS, DEMANDS AND CAUSES OF ACTION; PROVIDED, HOWEVER, THAT BORROWER DOES NOT
AGREE TO INDEMNIFY LENDER AGAINST LENDER'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. THE INDEMNITY CONTAINED IN THIS SECTION SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
8.14
EXPENSES.
BORROWER AGREES TO PROMPTLY REIMBURSE LENDER FOR (I) ALL
COSTS AND EXPENSES OF COLLECTION OF THE NOTES, INCLUDING REASONABLE ATTORNEYS'
FEES, AND (II) ALL EXPENSES INCURRED BY LENDER IN ACTING ON BEHALF OF BORROWER,
THE BANK OR THE OTHER SUBSIDIARIES IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR TO MAINTAIN OR PRESERVE THE VALUE