ON, OR INCURRED BY ANY INDEMNIFIED PARTY,
DIRECTLY OR INDIRECTLY, IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE
EXTENT SAME ARE DIRECTLY AND SOLELY 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;
(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.
71
(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