DOCUMENTS")
CAPITALIZED
TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING ATTRIBUTED TO SUCH TERM IN THE
LOAN AGREEMENT.
B.
LENDER IS UNWILLING TO MAKE THE LOAN UNLESS INDEMNITOR AGREES TO
PROVIDE THE INDEMNIFICATION, REPRESENTATIONS AND WARRANTIES AND OTHER MATTERS
DESCRIBED IN THIS AGREEMENT FOR THE BENEFIT OF LENDER.
C.
PRINCIPAL IS THE INDIRECT OWNER OF ALL MEMBERSHIP INTERESTS OR
PARTNERSHIP INTERESTS OF EACH BORROWER, AS APPLICABLE, AND THUS WILL DERIVE
SUBSTANTIAL BENEFIT FROM THE LOAN. INDEMNITOR ENTERS INTO THIS AGREEMENT TO
INDUCE LENDER TO MAKE THE LOAN.
AGREEMENT
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitor hereby represents, warrants, covenants and agrees for the benefit of
Lender as follows:
1.
INDEMNIFICATION. INDEMNITOR COVENANTS AND AGREES AT ITS SOLE COST
AND EXPENSE, TO PROTECT, DEFEND, INDEMNIFY, RELEASE AND HOLD LENDER HARMLESS
FROM AND AGAINST ANY AND ALL LOSSES (DEFINED BELOW) IMPOSED UPON OR INCURRED BY
OR ASSERTED AGAINST LENDER AND DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY
WAY RELATING TO ANY ONE OR MORE OF THE FOLLOWING:
(I) FRAUD OR INTENTIONAL
MISREPRESENTATION BY ANY BORROWER OR ANY GUARANTOR IN CONNECTION WITH THE LOAN;
(II) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY BORROWER; (III) THE
BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR INDEMNIFICATION PROVISION IN
THE ENVIRONMENTAL INDEMNITY OR THE MORTGAGE CONCERNING ENVIRONMENTAL LAWS,
HAZARDOUS SUBSTANCES AND ASBESTOS AND ANY INDEMNIFICATION OF LENDER WITH RESPECT
THERETO IN EITHER DOCUMENT; (IV) THE REMOVAL OR DISPOSAL OF ANY PORTION OF THE
PROPERTY AFTER AN EVENT OF DEFAULT; (V) THE MISAPPLICATION OR CONVERSION BY ANY
BORROWER OF (A) ANY INSURANCE PROCEEDS PAID BY REASON OF ANY LOSS, DAMAGE OR
DESTRUCTION TO THE PROPERTY WHICH ARE NOT APPLIED BY ANY BORROWER IN ACCORDANCE
WITH THE LOAN AGREEMENT, (B) ANY AWARDS OR OTHER AMOUNTS RECEIVED IN CONNECTION
WITH THE CONDEMNATION OF ALL OR A PORTION OF THE PROPERTY WHICH ARE NOT APPLIED
BY ANY BORROWER IN ACCORDANCE WITH THE LOAN AGREEMENT, OR (C) ANY RENTS
FOLLOWING AN EVENT OF DEFAULT; (VI) THE FAILURE OF ANY BORROWER TO OBTAIN
LENDER'S PRIOR WRITTEN CONSENT TO ANY SUBORDINATE FINANCING OR OTHER VOLUNTARY
LIEN ENCUMBERING THE PROPERTY; (VII) THE FAILURE OF ANY BORROWER TO OBTAIN
LENDER'S PRIOR WRITTEN CONSENT TO ANY ASSIGNMENT, TRANSFER, OR CONVEYANCE OF THE
PROPERTY OR ANY PORTION THEREOF AS REQUIRED BY THE LOAN AGREEMENT;
(VIII) FAILURE TO PAY CHARGES FOR LABOR OR MATERIALS OR OTHER CHARGES THAT CAN
CREATE LIENS ON ANY PORTION OF THE PROPERTY; (IX) ANY SECURITY DEPOSITS, ADVANCE
DEPOSITS OR ANY OTHER DEPOSITS COLLECTED WITH RESPECT TO THE PROPERTY WHICH ARE
NOT DELIVERED TO LENDER UPON A FORECLOSURE OF THE PROPERTY OR ACTION IN LIEU
THEREOF, EXCEPT TO THE EXTENT ANY SUCH SECURITY DEPOSITS WERE APPLIED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF ANY OF THE LEASES PRIOR TO THE
OCCURRENCE OF THE EVENT OF DEFAULT THAT GAVE RISE TO SUCH FORECLOSURE OR ACTION
IN LIEU THEREOF; (X) THE SURRENDER, TERMINATION, AMENDMENT OR MODIFICATION