THE EXECUTION AND DELIVERY OF THE DEEDS OF TRUST AND
EACH OF THE LOAN DOCUMENTS AND THEREAFTER, FROM TIME TO TIME, BORROWERS SHALL
CAUSE THE DEEDS OF TRUST AND EACH OF THE LOAN DOCUMENTS AND EACH AMENDMENT AND
SUPPLEMENT THERETO TO BE FILED, REGISTERED AND RECORDED AND TO BE REFILED,
RE-REGISTERED AND RE-RECORDED IN SUCH MANNER AND IN SUCH PLACES AS MAY BE
REASONABLY REQUIRED BY THE REQUISITE LENDERS OR AGENT BANK, IN ORDER TO PUBLISH
NOTICE OF AND FULLY PROTECT THE LIENS OF THE DEEDS OF TRUST AND THE LOAN
DOCUMENTS AND TO PROTECT OR CONTINUE TO PERFECT THE SECURITY INTERESTS CREATED
BY THE DEEDS OF TRUST AND LOAN DOCUMENTS IN THE COLLATERAL PROPERTIES AND
COLLATERAL AND TO
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PERFORM OR CAUSE TO BE PERFORMED FROM TIME TO TIME ANY OTHER ACTIONS REQUIRED BY
LAW AND EXECUTE OR CAUSE TO BE EXECUTED ANY AND ALL INSTRUMENTS OF FURTHER
ASSURANCE THAT MAY BE NECESSARY FOR SUCH PUBLICATION, PERFECTION, CONTINUATION
AND PROTECTION.
SECTION 5.14.
INDEMNIFICATION.
BORROWERS AGREE TO AND DO HEREBY
JOINTLY AND SEVERALLY INDEMNIFY, PROTECT, DEFEND AND SAVE HARMLESS AGENT BANK
AND EACH OF THE BANKS AND THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS, ATTORNEYS AND SHAREHOLDERS (INDIVIDUALLY AN "INDEMNIFIED PARTY" AND
COLLECTIVELY THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, EXPENSES OR LIABILITIES OF ANY KIND OR NATURE FROM ANY SUITS, CLAIMS,
OR DEMANDS, INCLUDING REASONABLE COUNSEL FEES INCURRED IN INVESTIGATING OR
DEFENDING SUCH CLAIM, SUFFERED BY ANY OF THEM AND CAUSED BY, RELATING TO,
ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THIS CREDIT
AGREEMENT, WITH ANY OTHER LOAN DOCUMENT OR WITH THE TRANSACTIONS CONTEMPLATED
HEREIN AND THEREBY; PROVIDED, HOWEVER, BORROWERS SHALL NOT BE OBLIGATED TO
INDEMNIFY, PROTECT, DEFEND OR SAVE HARMLESS AN INDEMNIFIED PARTY IF, AND TO THE
EXTENT, THE LOSS, DAMAGE, EXPENSE OR LIABILITY WAS CAUSED BY (A) THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SUCH INDEMNIFIED PARTY, OR (B) THE
BREACH OF THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT BY SUCH INDEMNIFIED
PARTY OR THE BREACH OF ANY LAWS, RULES OR REGULATION BY SUCH INDEMNIFIED PARTY
(OTHER THAN THOSE BREACHES OF LAWS ARISING FROM ANY BORROWERS' DEFAULT).
IN
CASE ANY ACTION SHALL BE BROUGHT AGAINST ANY INDEMNIFIED PARTY BASED UPON ANY OF
THE ABOVE AND IN RESPECT TO WHICH INDEMNITY MAY BE SOUGHT AGAINST BORROWERS,
AGENT BANK SHALL PROMPTLY NOTIFY BORROWERS IN WRITING, AND BORROWERS SHALL
ASSUME THE DEFENSE THEREOF, INCLUDING THE EMPLOYMENT OF COUNSEL SELECTED BY
BORROWERS AND REASONABLY SATISFACTORY TO INDEMNIFIED PARTY, THE PAYMENT OF ALL
COSTS AND EXPENSES AND THE RIGHT TO NEGOTIATE AND CONSENT TO SETTLEMENT UPON THE
CONSENT OF THE INDEMNIFIED PARTY.
UPON REASONABLE DETERMINATION MADE BY
INDEMNIFIED PARTY THAT SUCH COUNSEL WOULD HAVE A CONFLICT REPRESENTING SUCH
INDEMNIFIED PARTY AND BORROWERS, THE APPLICABLE INDEMNIFIED PARTY SHALL HAVE THE
RIGHT TO EMPLOY SEPARATE COUNSEL IN ANY SUCH ACTION AND TO PARTICIPATE IN THE
DEFENSE THEREOF.
BORROWERS SHALL NOT BE LIABLE FOR ANY SETTLEMENT OF ANY SUCH
ACTION EFFECTED WITHOUT THEIR CONSENT, BUT IF