this Agreement.
(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
TO THE EXTENT SAME ARE DIRECTLY AND SOLELY CAUSED BY THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF ANY 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, ANY OF THE OTHER LOAN DOCUMENTS OR THE
PROPERTY OR ANY INTEREST THEREIN OR RECEIPT OF ANY RENTS OR ACCOUNTS;
(B)
ANY UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN ANY
INFORMATION PROVIDED BY BORROWER, THE 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 SAME, OR IN CONNECTION WITH BORROWER OR ANY AFFILIATE OF
BORROWER BECOMING A PARTY TO A VOLUNTARY OR INVOLUNTARY FEDERAL OR STATE
BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING;
(D)
ANY ACCIDENT, INJURY TO OR DEATH OF PERSONS OR LOSS OF OR DAMAGE TO
PROPERTY OCCURRING IN, ON OR ABOUT THE PROPERTY OR ANY PART THEREOF OR ON THE
ADJOINING SIDEWALKS, CURBS, ADJACENT PROPERTY OR ADJACENT PARKING AREAS, STREETS
OR WAYS;
79
(E)
ANY USE, NONUSE OR CONDITION IN, ON OR ABOUT THE PROPERTY OR ANY
PART THEREOF OR ON THE ADJOINING SIDEWALKS, CURBS, ADJACENT PROPERTY OR ADJACENT
PARKING AREAS, STREETS OR WAYS;
(F)
ANY FAILURE ON THE PART OF BORROWER TO PERFORM OR BE IN COMPLIANCE
WITH ANY OF THE TERMS OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
(G)
PERFORMANCE OF ANY LABOR OR SERVICES OR THE FURNISHING OF ANY
MATERIALS OR OTHER PROPERTY IN RESPECT OF THE PROPERTY OR ANY PART THEREOF
PURSUANT TO PROVISIONS OF THIS AGREEMENT;
(H)
THE FAILURE OF BORROWER TO FILE TIMELY WITH THE INTERNAL REVENUE
SERVICE AN ACCURATE FORM 1099-B, STATEMENT FOR RECIPIENTS OF PROCEEDS FROM REAL
ESTATE, BROKER AND BARTER EXCHANGE TRANSACTIONS, WHICH MAY BE REQUIRED IN
CONNECTION WITH THIS AGREEMENT;
(I)
ANY FAILURE OF THE PROPERTY TO BE IN COMPLIANCE WITH ANY LEGAL
REQUIREMENT;
(J)
THE ENFORCEMENT BY