GROSS NEGLIGENCE OF LENDER OR ANY OTHER INDEMNIFIED
PERSON, BORROWER HEREBY INDEMNIFIES LENDER AND EACH AFFILIATE THEREOF AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM, AND HOLDS EACH OF
THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS,
AND EXPENSES TO WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES,
LIABILITIES, CLAIMS, DAMAGES, COSTS, AND EXPENSES ARISE FROM OR RELATE TO ANY OF
THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY OR FROM ANY
INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION,
ANY THREATENED INVESTIGATION, LITIGATION, OR
35
OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING.
WITHOUT INTENDING TO LIMIT
THE REMEDIES AVAILABLE TO LENDER WITH RESPECT TO THE ENFORCEMENT OF ITS
INDEMNIFICATION RIGHTS AS STATED HEREIN OR AS STATED IN ANY LOAN DOCUMENT, IN
THE EVENT ANY CLAIM OR DEMAND IS MADE OR ANY OTHER FACT COMES TO THE ATTENTION
OF LENDER IN CONNECTION WITH, RELATING OR PERTAINING TO, OR ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHICH LENDER REASONABLY BELIEVES
MIGHT INVOLVE OR LEAD TO SOME LIABILITY OF LENDER, BORROWER SHALL, PROMPTLY UPON
RECEIPT OF WRITTEN NOTIFICATION OF ANY SUCH CLAIM OR DEMAND, ASSUME IN FULL THE
PERSONAL RESPONSIBILITY FOR AND THE DEFENSE OF ANY SUCH CLAIM OR DEMAND AND PAY
IN CONNECTION THEREWITH ANY LOSS, DAMAGE, DEFICIENCY, LIABILITY OR OBLIGATION,
INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND COURT COSTS INCURRED IN CONNECTION
THEREWITH.
IN THE EVENT OF COURT ACTION IN CONNECTION WITH ANY SUCH CLAIM OR
DEMAND, BORROWER SHALL ASSUME IN FULL THE RESPONSIBILITY FOR THE DEFENSE OF ANY
SUCH ACTION AND SHALL PROMPTLY SATISFY AND DISCHARGE ANY FINAL DECREE OR
JUDGMENT (SUBJECT TO ANY RIGHTS OF APPEAL) RENDERED THEREIN.
LENDER MAY, IN ITS
SOLE DISCRETION, IN GOOD FAITH, MAKE ANY PAYMENTS SUSTAINED OR INCURRED BY
REASON OF ANY OF THE FOREGOING; AND BORROWER SHALL PROMPTLY REPAY TO LENDER, IN
CASH AND NOT WITH PROCEEDS OF THE LOAN, THE AMOUNT OF SUCH PAYMENT, WITH
INTEREST THEREON AT THE DEFAULT RATE APPLICABLE UNDER THE NOTE.
LENDER SHALL
HAVE THE RIGHT TO JOIN BORROWER AS A PARTY DEFENDANT IN ANY LEGAL ACTION BROUGHT
AGAINST LENDER IN RESPECT OF WHICH LENDER IS ENTITLED TO THE BENEFIT OF THIS
SECTION 8.2, AND BORROWER HEREBY CONSENTS TO THE ENTRY OF AN ORDER MAKING
BORROWER A PARTY DEFENDANT TO ANY SUCH ACTION.
8.3
NO AGENCY.
NOTHING HEREIN SHALL BE
CONSTRUED AS MAKING OR CONSTITUTING LENDER AS THE AGENT OF BORROWER IN MAKING
PAYMENTS PURSUANT TO ANY CONTRACTS ENTERED INTO BY BORROWER.
THE PURPOSE OF ALL
REQUIREMENTS OF LENDER HEREUNDER IS SOLELY TO ALLOW LENDER TO CHECK AND REQUIRE
DOCUMENTATION SUFFICIENT TO PROTECT LENDER AND THE LOAN CONTEMPLATED HEREBY.
ARTICLE IX
MISCELLANEOUS
9.1
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, BORROWER, GUARANTOR,
AND LENDER, AND THEIR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS; PROVIDED, HOWEVER, THAT BORROWER MAY NOT ASSIGN ANY RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER.
9.2
HEADINGS.