FROM LENDER, FOR ALL REASONABLE COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY LENDER IN
CONNECTION WITH (I) BORROWER'S ONGOING PERFORMANCE OF AND COMPLIANCE WITH
BORROWER'S AGREEMENTS AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS ON ITS PART TO BE PERFORMED OR COMPLIED WITH AFTER THE CLOSING
DATE, INCLUDING, WITHOUT LIMITATION, CONFIRMING COMPLIANCE WITH ENVIRONMENTAL
AND INSURANCE REQUIREMENTS; (II) LENDER'S ONGOING PERFORMANCE OF AND COMPLIANCE
WITH ALL AGREEMENTS AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ON ITS PART TO BE PERFORMED OR COMPLIED WITH AFTER THE CLOSING DATE
BUT NOT FOR PERIODIC NORMAL SITE VISITS AND ONLY FOR OUT-OF-POCKET COSTS; (III)
THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND ADMINISTRATION OF ANY
CONSENTS, AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS OR MATTERS REQUESTED BY BORROWER;
(IV) THE FILING AND RECORDING FEES AND EXPENSES, TITLE INSURANCE AND REASONABLE
FEES AND EXPENSES OF COUNSEL FOR PROVIDING TO LENDER ALL REQUIRED LEGAL
OPINIONS, AND OTHER SIMILAR EXPENSES INCURRED, IN CREATING AND PERFECTING THE
LIENS IN FAVOR OF LENDER PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; (V) ENFORCING OR PRESERVING ANY RIGHTS, IN RESPONSE TO THIRD PARTY
CLAIMS OR THE PROSECUTING OR DEFENDING OF ANY ACTION OR PROCEEDING OR OTHER
LITIGATION OR OTHERWISE, IN EACH CASE AGAINST, UNDER OR AFFECTING BORROWER, THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, THE PROPERTY, OR ANY OTHER SECURITY GIVEN
FOR THE LOAN; AND (VI) ENFORCING ANY OBLIGATIONS OF OR COLLECTING ANY PAYMENTS
DUE FROM BORROWER UNDER THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR WITH RESPECT
TO THE PROPERTY OR IN CONNECTION WITH ANY REFINANCING OR RESTRUCTURING OF THE
CREDIT ARRANGEMENTS PROVIDED UNDER THIS AGREEMENT IN THE NATURE OF A "WORK-OUT"
OR OF ANY INSOLVENCY OR BANKRUPTCY PROCEEDINGS; PROVIDED, HOWEVER, THAT BORROWER
SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY SUCH COSTS AND EXPENSES TO THE EXTENT
THE SAME ARISE BY REASON OF THE GROSS NEGLIGENCE, ILLEGAL ACTS, FRAUD OR WILLFUL
MISCONDUCT OF LENDER. ANY COSTS DUE AND PAYABLE TO LENDER MAY BE PAID TO LENDER
PURSUANT TO THE CASH MANAGEMENT AGREEMENT.
(B)
BORROWER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LENDER AND ITS
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES (AND THE SUCCESSORS AND ASSIGNS OF THE
FOREGOING) (THE "LENDER INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES (EXCLUDING CONSEQUENTIAL DAMAGES), PENALTIES,
ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND
OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE
89
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR THE LENDER INDEMNITEES IN
CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING
COMMENCED OR THREATENED, WHETHER OR NOT THE LENDER INDEMNITEES SHALL BE
DESIGNATED A PARTY THERETO), THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST THE LENDER INDEMNITEES IN ANY MANNER RELATING TO OR ARISING OUT OF (I)
ANY BREACH BY BORROWER OF ITS OBLIGATIONS UNDER, OR ANY MATERIAL
MISREPRESENTATION BY BORROWER CONTAINED IN, THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, OR (II) THE USE OR INTENDED USE