TRUST AND EACH OF THE LOAN DOCUMENTS AND THEREAFTER,
FROM TIME TO TIME, BORROWER SHALL CAUSE THE DEED OF TRUST AND EACH OF THE LOAN
DOCUMENTS AND EACH AMENDMENT AND SUPPLEMENT THERETO TO BE FILED, REGISTERED AND
RECORDED AND TO BE REFILED, RE-REGISTERED AND RE-RECORDED IN SUCH MANNER AND IN
SUCH PLACES AS MAY BE REASONABLY REQUIRED BY THE REQUISITE LENDERS OR AGENT
BANK, IN ORDER TO PUBLISH NOTICE OF AND FULLY PROTECT THE LIEN OF THE DEED OF
TRUST AND THE LOAN DOCUMENTS AND TO PROTECT OR CONTINUE TO PERFECT THE SECURITY
INTERESTS CREATED BY THE DEED OF TRUST AND LOAN DOCUMENTS IN THE REAL PROPERTY
AND COLLATERAL AND TO PERFORM OR CAUSE TO BE PERFORMED FROM TIME TO TIME ANY
OTHER ACTIONS REQUIRED BY LAW AND EXECUTE OR CAUSE TO BE EXECUTED ANY AND ALL
INSTRUMENTS OF FURTHER ASSURANCE THAT MAY BE NECESSARY FOR SUCH PUBLICATION,
PERFECTION, CONTINUATION AND PROTECTION.
SECTION 5.14.
INDEMNIFICATION.
BORROWER AGREES
TO AND DOES HEREBY JOINTLY AND SEVERALLY INDEMNIFY, PROTECT, DEFEND AND SAVE
HARMLESS AGENT BANK AND EACH OF THE BANKS AND THEIR RESPECTIVE TRUSTEES,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS AND SHAREHOLDERS (INDIVIDUALLY AN
"INDEMNIFIED PARTY" AND COLLECTIVELY THE "INDEMNIFIED PARTIES") FROM AND AGAINST
ANY AND ALL LOSSES, DAMAGES, EXPENSES OR LIABILITIES OF ANY KIND OR NATURE FROM
ANY SUITS, CLAIMS, OR DEMANDS, INCLUDING REASONABLE COUNSEL FEES INCURRED IN
INVESTIGATING OR DEFENDING SUCH CLAIM, SUFFERED BY ANY OF THEM AND CAUSED BY,
RELATING TO, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THIS
CREDIT AGREEMENT, WITH ANY OTHER LOAN DOCUMENT OR WITH THE TRANSACTIONS
CONTEMPLATED HEREIN AND THEREBY; PROVIDED, HOWEVER, BORROWER SHALL NOT BE
OBLIGATED TO INDEMNIFY, PROTECT, DEFEND OR SAVE HARMLESS AN INDEMNIFIED PARTY
IF, AND TO THE EXTENT, THE LOSS, DAMAGE,
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EXPENSE OR LIABILITY WAS CAUSED BY (A) THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF SUCH INDEMNIFIED PARTY, (B) A DISPUTE AMONGST THE LENDERS NOT
INVOLVING OR ARISING FROM BORROWER'S OR GUARANTOR'S DEFAULT, OR (C) THE BREACH
OF THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT BY SUCH INDEMNIFIED PARTY OR
THE BREACH OF ANY LAWS, RULES OR REGULATION BY SUCH INDEMNIFIED PARTY (OTHER
THAN THOSE BREACHES OF LAWS ARISING FROM BORROWER'S OR GUARANTOR'S DEFAULT).
IN
CASE ANY ACTION SHALL BE BROUGHT AGAINST ANY INDEMNIFIED PARTY BASED UPON ANY OF
THE ABOVE AND IN RESPECT TO WHICH INDEMNITY MAY BE SOUGHT AGAINST BORROWER,
AGENT BANK SHALL PROMPTLY NOTIFY BORROWER IN WRITING, AND BORROWER SHALL ASSUME
THE DEFENSE THEREOF, INCLUDING THE EMPLOYMENT OF COUNSEL SELECTED BY BORROWER
AND REASONABLY SATISFACTORY TO INDEMNIFIED PARTY, THE PAYMENT OF ALL COSTS AND
EXPENSES AND THE RIGHT TO NEGOTIATE AND CONSENT TO SETTLEMENT UPON THE CONSENT
OF THE INDEMNIFIED PARTY.
UPON REASONABLE DETERMINATION MADE BY INDEMNIFIED
PARTY THAT SUCH COUNSEL WOULD HAVE A CONFLICT REPRESENTING SUCH INDEMNIFIED
PARTY AND BORROWER, THE APPLICABLE INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO
EMPLOY SEPARATE COUNSEL IN ANY SUCH ACTION AND TO PARTICIPATE IN THE DEFENSE
THEREOF.
BORROWER SHALL NOT BE LIABLE FOR ANY SETTLEMENT OF ANY SUCH