hereby agrees to indemnify, defend, and hold Lender harmless against
and from (a) any and all liability, loss, damage and expense (including, without
limitation, reasonable attorneys' fees) which it may incur or which may be
asserted under or in connection with this Agreement or the Condominium
Documents, except to the extent due to Lender's gross negligence or willful
misconduct, and (b) any and all claims and demands whatsoever which may be
incurred by or asserted against Lender by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants and
conditions contained therein, except to the extent due to Lender's gross
negligence or willful misconduct.
The foregoing indemnification shall survive
the payment of the Debt.
SECTION 15.8
EXPENSES.
Borrower shall pay promptly upon demand all expenses, including, without
limitation, reasonable attorneys' fees and expenses, incurred by the Lender in
connection with (i) its review of, and consent to, any of the Condominium
Documents, (ii) its subordination of
the lien of the Mortgage to any of the
Condominium Documents, (iii) the delivery of partial releases and (iv) any other
matter contemplated by this Article XV.
ARTICLE XVI
COVENANTS
SECTION 16.1
CERTAIN COVENANTS.
(A)
ZONING/ENTITLEMENTS.
BORROWER REPRESENTS, WARRANTS AND COVENANTS TO
LENDER THAT (1) THE PROJECT IS DULY AND
VALIDLY ZONED FOR ALL OF ITS INTENDED
USES, (2) EXCEPT AS SPECIFICALLY SET FORTH ON EXHIBIT B ATTACHED HERETO AND MADE
A PART HEREOF (THE "OUTSTANDING ENTITLEMENTS"), ALL NECESSARY PERMITS,
CERTIFICATES, LICENSES, APPROVALS, AUTHORIZATIONS, VARIANCES AND OTHER LAND USE,
ZONING AND SUBDIVISION ENTITLEMENTS IN ORDER TO COMPLETE THE PROJECT (THE
"ISSUED ENTITLEMENTS", TOGETHER WITH THE OUTSTANDING ENTITLEMENTS, SOMETIMES
COLLECTIVELY REFERRED TO HEREIN AS THE "ENTITLEMENTS") EXIST AS OF THE EFFECTIVE
DATE, ARE IN FULL FORCE AND EFFECT, AND ARE NOT SUBJECT TO REVOCATION,
SUSPENSION, FORFEITURE OR MODIFICATION; (3) BORROWER IS IN FULL COMPLIANCE WITH
ALL REQUIREMENTS OF THE ISSUED ENTITLEMENTS AND IS ENTITLED TO ALL RIGHTS AND
PRIVILEGES THEREUNDER; (4) BORROWER SHALL OBTAIN ALL OUTSTANDING ENTITLEMENTS
WITHIN THE SPECIFIED TIME PERIODS SET FORTH IN EXHIBIT B AND SHALL DELIVER TO
LENDER TRUE AND COMPLETE COPIES OF ALL OUTSTANDING ENTITLEMENTS WITHIN FIVE (5)
BUSINESS DAYS FOLLOWING THE ISSUANCE OF ANY SUCH OUTSTANDING ENTITLEMENTS; (5)
BORROWER SHALL AT ALL TIMES, MAINTAIN THE ENTITLEMENTS IN FULL FORCE AND EFFECT
THROUGHOUT THE ENTIRE TERM OF THE LOAN; (6) BORROWER SHALL
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NOT AGREE TO ANY MODIFICATION OR TO ANY TERMINATION OF THE ENTITLEMENTS WITHOUT
THE EXPRESS PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL BE DEEMED GIVEN
BY LENDER IF LENDER FAILS TO OBJECT WITHIN TEN (10) BUSINESS DAYS OF A WRITTEN
REQUEST BY BORROWER FOR SUCH CONSENT AND RECEIPT BY LENDER OF ALL INFORMATION
REASONABLY NECESSARY FOR LENDER TO MAKE AN INFORMED DECISION; AND (7) BORROWER
HAS DELIVERED TO LENDER TRUE AND COMPLETE COPIES, INCLUDING ALL FILED OR
EXECUTED AMENDMENTS THERETO, OF THE ISSUED ENTITLEMENTS.
BORROWER HEREBY
ASSIGNS TO LENDER AS ADDITIONAL SECURITY FOR THE PAYMENT IN FULL OF THE DEBT AND
THE OBSERVANCE AND PERFORMANCE BY