DOCUMENTS AND ANY DOCUMENTS PREPARED IN
CONNECTION THEREWITH, (B) TO PAY, INDEMNIFY, AND TO HOLD THE LENDER HARMLESS
FROM, ANY AND ALL REASONABLE RECORDING AND FILING FEES AND ANY AND ALL
REASONABLE LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY BY THE
BORROWERS IN PAYING, STAMP, EXCISE AND OTHER SIMILAR TAXES OTHER THAN TAXES
PAYABLE BY WITHHOLDING, IF ANY, IF LEGAL, WHICH MAY BE PAYABLE OR DETERMINED TO
BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OF
ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR
MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS
AGREEMENT, THE NOTE, AND THE OTHER LOAN DOCUMENTS, AND (C) TO PAY, INDEMNIFY,
AND HOLD THE LENDER HARMLESS FROM AND AGAINST ANY AND ALL OTHER REASONABLE
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT
TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS
AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS (ALL OF THE FOREGOING,
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"); PROVIDED, THAT, THE BORROWERS
SHALL HAVE NO OBLIGATION HEREUNDER WITH RESPECT TO INDEMNIFIED LIABILITIES TO
THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE LENDER.
A PERSON SEEKING TO BE INDEMNIFIED UNDER THIS
SECTION 10.04 SHALL NOTIFY THE BORROWERS OF ANY EVENT REQUIRING INDEMNIFICATION
WITHIN TEN (10) BUSINESS DAYS FOLLOWING SUCH PERSON'S RECEIPT OF NOTICE OF
COMMENCEMENT OF ANY ACTION OR PROCEEDING, OR SUCH PERSON'S OBTAINING KNOWLEDGE
OF THE OCCURRENCE OF ANY OTHER EVENT, GIVING RISE TO A CLAIM FOR INDEMNIFICATION
HEREUNDER; PROVIDED, THAT, FAILURE TO DELIVER SUCH NOTICE SHALL NOT IMPAIR OR
LIMIT THE INDEMNIFICATION OBLIGATIONS OF THE BORROWERS EXCEPT TO THE EXTENT OF
ACTUAL PREJUDICE.
THE BORROWERS WILL BE ENTITLED (BUT
NOT OBLIGATED) TO ASSUME
THE DEFENSE OR SETTLEMENT OF ANY SUCH ACTION OR PROCEEDING OR TO PARTICIPATE IN
ANY NEGOTIATIONS TO SETTLE OR OTHERWISE RESOLVE ANY CLAIM USING COUNSEL OF THEIR
CHOICE REASONABLY ACCEPTABLE TO THE PERSON TO BE INDEMNIFIED.
IF THE BORROWERS
ELECT TO ASSUME THE DEFENSE OR SETTLEMENT OF ANY SUCH ACTION OR PROCEEDING, THE
PERSON TO BE INDEMNIFIED (AND ITS COUNSEL) MAY CONTINUE TO PARTICIPATE AT ITS
OWN EXPENSE IN SUCH ACTION OR PROCEEDING.
THE AGREEMENTS IN THIS
SUBSECTION SHALL SURVIVE REPAYMENT OF THE NOTE AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER FOR ONE (1) YEAR.
SECTION 10.05.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE BORROWERS, THE LENDER, AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWERS MAY NOT ASSIGN OR TRANSFER ANY
OF THEIR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE LENDER.
SECTION 10.06.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER