COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS) INCURRED BY LENDER IN CONNECTION WITH THE LOAN, INCLUDING (I) THE
PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY AND ALL THE COSTS OF
FURNISHING ALL OPINIONS BY COUNSEL FOR BORROWER; (II) BORROWER'S AND LENDER'S
ONGOING PERFORMANCE UNDER AND COMPLIANCE WITH THE LOAN DOCUMENTS, INCLUDING
CONFIRMING COMPLIANCE WITH ENVIRONMENTAL AND INSURANCE REQUIREMENTS; (III) THE
NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND ADMINISTRATION OF ANY
CONSENTS, AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS OF OR UNDER ANY LOAN
DOCUMENT AND ANY OTHER DOCUMENTS OR MATTERS REQUESTED BY LENDER; (IV) FILING AND
RECORDING OF ANY LOAN DOCUMENTS; (V) TITLE INSURANCE, SURVEYS, INSPECTIONS AND
APPRAISALS; (VI) THE CREATION, PERFECTION OR PROTECTION OF LENDER'S LIENS IN THE
PROPERTY AND THE CASH MANAGEMENT ACCOUNTS (INCLUDING FEES AND EXPENSES FOR TITLE
AND LIEN SEARCHES, INTANGIBLES TAXES, PERSONAL PROPERTY TAXES, MORTGAGE
RECORDING TAXES, DUE DILIGENCE EXPENSES, TRAVEL EXPENSES, ACCOUNTING FIRM FEES,
COSTS OF APPRAISALS, ENVIRONMENTAL REPORTS AND LENDER'S CONSULTANT, SURVEYS AND
ENGINEERING REPORTS); (VII) ENFORCING OR PRESERVING ANY RIGHTS IN RESPONSE TO
THIRD PARTY CLAIMS OR THE PROSECUTING OR DEFENDING OF ANY ACTION OR PROCEEDING
OR OTHER LITIGATION, IN EACH CASE AGAINST, UNDER OR AFFECTING BORROWER, THE LOAN
DOCUMENTS, THE PROPERTY, OR ANY OTHER SECURITY GIVEN FOR THE LOAN; (VIII) FEES
CHARGED BY RATING AGENCIES IN CONNECTION WITH ANY MODIFICATION OF THE LOAN
REQUESTED BY BORROWER; AND (IX) ENFORCING ANY OBLIGATIONS OF OR COLLECTING ANY
PAYMENTS DUE FROM BORROWER UNDER ANY LOAN DOCUMENT OR WITH RESPECT TO THE
PROPERTY OR IN CONNECTION WITH ANY REFINANCING OR RESTRUCTURING OF THE LOAN IN
THE NATURE OF A "WORK-OUT", OR ANY INSOLVENCY OR BANKRUPTCY PROCEEDINGS.
ANY
COSTS AND EXPENSES DUE AND PAYABLE BY BORROWER HEREUNDER WHICH ARE NOT PAID BY
BORROWER WITHIN TEN DAYS AFTER DEMAND MAY BE PAID FROM ANY AMOUNTS IN THE
DEPOSIT ACCOUNT, WITH NOTICE THEREOF TO BORROWER.
THE OBLIGATIONS AND
LIABILITIES OF BORROWER UNDER THIS SECTION 5.29 SHALL SURVIVE THE TERM AND THE
EXERCISE BY LENDER OF ANY OF ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS,
INCLUDING THE ACQUISITION OF THE PROPERTY BY FORECLOSURE OR A CONVEYANCE IN LIEU
OF FORECLOSURE.
5.30
INDEMNITY.
BORROWER SHALL DEFEND, INDEMNIFY AND
HOLD HARMLESS LENDER AND EACH OF ITS AFFILIATES AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, INCLUDING THE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, SHAREHOLDERS,
PARTICIPANTS, EMPLOYEES, PROFESSIONALS AND AGENTS OF ANY OF THE FOREGOING
(INCLUDING ANY SERVICER) AND EACH OTHER PERSON, IF ANY, WHO CONTROLS LENDER, ITS
AFFILIATES OR ANY OF THE FOREGOING (EACH, AN "INDEMNIFIED PARTY"), FROM AND
AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND
OR NATURE WHATSOEVER (INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
FOR AN INDEMNIFIED PARTY IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR
JUDICIAL PROCEEDING COMMENCED OR THREATENED, WHETHER OR NOT LENDER SHALL BE
DESIGNATED A PARTY THERETO, COURT COSTS AND COSTS OF APPEAL AT ALL APPELLATE
LEVELS, INVESTIGATION AND LABORATORY FEES, CONSULTANT FEES AND LITIGATION
EXPENSES), THAT