THE OTHER LOAN
DOCUMENTS WITH RESPECT TO THE PROPERTY); (II) BORROWER'S ONGOING PERFORMANCE OF
AND COMPLIANCE WITH BORROWER'S RESPECTIVE AGREEMENTS AND COVENANTS CONTAINED IN
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON ITS PART TO BE PERFORMED OR
COMPLIED WITH AFTER THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, CONFIRMING
COMPLIANCE WITH ENVIRONMENTAL AND INSURANCE REQUIREMENTS; (III) LENDER'S ONGOING
PERFORMANCE AND COMPLIANCE WITH ALL AGREEMENTS AND CONDITIONS
187
CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON ITS PART TO BE
PERFORMED OR COMPLIED WITH AFTER THE CLOSING DATE; (IV) THE NEGOTIATION,
PREPARATION, EXECUTION, DELIVERY AND ADMINISTRATION OF ANY CONSENTS, AMENDMENTS,
WAIVERS OR OTHER MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND ANY OTHER DOCUMENTS OR MATTERS REQUESTED BY LENDER; (V) SECURING BORROWER'S
COMPLIANCE WITH ANY REQUESTS MADE PURSUANT TO THE PROVISIONS OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS; (VI) THE FILING AND RECORDING FEES AND EXPENSES,
TITLE INSURANCE AND REASONABLE FEES AND EXPENSES OF COUNSEL FOR PROVIDING TO
LENDER ALL REQUIRED LEGAL OPINIONS, AND OTHER SIMILAR EXPENSES INCURRED IN
CREATING AND PERFECTING THE LIENS IN FAVOR OF LENDER PURSUANT TO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS; (VII) ENFORCING OR PRESERVING ANY RIGHTS, EITHER
IN RESPONSE TO THIRD PARTY CLAIMS OR IN PROSECUTING OR DEFENDING ANY ACTION OR
PROCEEDING OR OTHER LITIGATION, IN EACH CASE AGAINST, UNDER OR AFFECTING
BORROWER, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE PROPERTY, OR ANY OTHER
SECURITY GIVEN FOR THE LOAN; AND (VIII) ENFORCING ANY OBLIGATIONS OF OR
COLLECTING ANY PAYMENTS DUE FROM BORROWER UNDER THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS OR WITH RESPECT TO THE PROPERTY OR IN CONNECTION WITH ANY REFINANCING
OR RESTRUCTURING OF THE CREDIT ARRANGEMENTS PROVIDED UNDER THIS AGREEMENT IN THE
NATURE OF A "WORK-OUT" OR OF ANY INSOLVENCY OR BANKRUPTCY PROCEEDINGS; PROVIDED,
THAT BORROWER SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY SUCH COSTS AND EXPENSES
TO THE EXTENT THE SAME ARISE BY REASON OF THE GROSS NEGLIGENCE, ILLEGAL ACTS,
FRAUD OR WILLFUL MISCONDUCT OF LENDER OR THE BREACH BY LENDER OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENTS.
(B)
BORROWER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LENDER,
LENDER'S AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES
(AND THE SUCCESSORS AND ASSIGNS OF THE FOREGOING) FROM AND AGAINST ANY AND ALL
OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS
OF COUNSEL FOR LENDER IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR
JUDICIAL PROCEEDING COMMENCED OR THREATENED, WHETHER OR NOT LENDER SHALL BE
DESIGNATED A PARTY THERETO), THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST LENDER IN ANY MANNER RELATING TO OR ARISING OUT OF THE MAKING OR HOLDING
OR ENFORCEMENT OF THE LOAN, INCLUDING, BUT NOT LIMITED TO (I) ANY BREACH BY
BORROWER OF ITS OBLIGATIONS UNDER, OR ANY MISREPRESENTATION BY BORROWER
CONTAINED IN, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR (II) THE USE OR
INTENDED USE OF THE PROCEEDS OF THE LOAN