CAUSED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY):
(I) EVENTS, CIRCUMSTANCES, OR CONDITIONS WHICH FORM THE REASONABLE BASIS FOR AN
ENVIRONMENTAL CLAIM;
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(II) ANY POLLUTION OR THREAT TO HUMAN HEALTH OR THE ENVIRONMENT THAT IS RELATED
IN ANY WAY TO BORROWER'S OR ANY PREVIOUS OWNER'S OR OPERATOR'S MANAGEMENT, USE,
CONTROL, OWNERSHIP OR OPERATION OF ANY MORTGAGED PROPERTY (INCLUDING, WITHOUT
LIMITATION, ALL ON-SITE AND OFF-SITE ACTIVITIES INVOLVING HAZARDOUS SUBSTANCES),
AND WHETHER OCCURRING, EXISTING OR ARISING PRIOR TO OR FROM AND AFTER THE DATE
HEREOF, AND WHETHER OR NOT THE POLLUTION OR THREAT TO HUMAN HEALTH OR THE
ENVIRONMENT IS DESCRIBED IN THE ENVIRONMENTAL REPORTS;
(III) ANY ENVIRONMENTAL CLAIM AGAINST ANY PERSON WHOSE LIABILITY FOR SUCH
ENVIRONMENTAL CLAIM BORROWER HAS OR MAY HAVE ASSUMED OR RETAINED EITHER
CONTRACTUALLY OR BY OPERATION OF LAW; OR
(IV) THE BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT SET FORTH IN SECTION
4.2(E) AND SECTIONS 5.1(D) THROUGH 5.1(I), INCLUSIVE.
The provisions of and undertakings and indemnification set forth in this Section
5.1(i) shall survive the satisfaction and payment of the Indebtedness and
termination of this Agreement.
(J)
GENERAL INDEMNITY.
(I) BORROWER SHALL, AT ITS SOLE COST AND EXPENSE, PROTECT, DEFEND, INDEMNIFY,
RELEASE AND HOLD HARMLESS THE INDEMNIFIED PARTIES FOR, FROM AND AGAINST ANY AND
ALL CLAIMS, SUITS, LIABILITIES (INCLUDING, WITHOUT LIMITATION, STRICT
LIABILITIES), ADMINISTRATIVE AND JUDICIAL ACTIONS AND PROCEEDINGS, OBLIGATIONS,
DEBTS, DAMAGES, LOSSES, COSTS, EXPENSES, FINES, PENALTIES, CHARGES, FEES,
EXPENSES, JUDGMENTS, AWARDS, AMOUNTS PAID IN SETTLEMENT, AND LITIGATION COSTS,
OF WHATEVER KIND OR NATURE AND WHETHER OR NOT INCURRED IN CONNECTION WITH ANY
JUDICIAL OR ADMINISTRATIVE PROCEEDINGS (INCLUDING, BUT NOT LIMITED TO,
REASONABLE ATTORNEYS' FEES AND OTHER REASONABLE COSTS OF DEFENSE) (THE "LOSSES")
IMPOSED UPON OR INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTIES (EXCEPT
AS TO ANY INDEMNIFIED PARTY TO THE EXTENT SAME ARE DIRECTLY AND SOLELY CAUSED BY
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY) AND
DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO ANY ONE OR MORE
OF THE FOLLOWING:
(A)
OWNERSHIP OF THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS OR
OTHERWISE RELATED TO THE MORTGAGED PROPERTY OR ANY INTEREST THEREIN OR RECEIPT
OF ANY RENTS OR ACCOUNTS;
(B)
ANY UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN ANY
INFORMATION CONCERNING BORROWER, THE MORTGAGED PROPERTY OR THE LOAN OR THE
OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED IN SUCH
INFORMATION OR NECESSARY IN ORDER TO MAKE THE STATEMENTS IN SUCH INFORMATION OR
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE NOT MISLEADING;
(C)
ANY AND ALL LAWFUL ACTION THAT MAY BE TAKEN AND IS TAKEN BY THE
LENDER IN CONNECTION WITH THE ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT,
THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER OR NOT SUIT IS FILED IN
CONNECTION WITH SAME, OR IN CONNECTION WITH BORROWER OR ANY AFFILIATE OF
BORROWER BECOMING A PARTY TO A VOLUNTARY OR INVOLUNTARY FEDERAL OR STATE
BANKRUPTCY, INSOLVENCY OR SIMILAR