MORTGAGOR HEREBY RATIFIES ALL THAT SUCH ATTORNEY SHALL
LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
SECTION 14.5
EXPENSES
THE MORTGAGOR WILL UPON DEMAND PAY TO THE MORTGAGEE THE
AMOUNT OF ANY AND ALL COSTS AND EXPENSES, INCLUDING THE REASONABLE FEES AND
EXPENSES OF ITS COUNSEL AND THE FEES AND EXPENSES OF ANY EXPERTS AND AGENTS
WHICH THE MORTGAGEE MAY INCUR IN CONNECTION WITH (I) ANY ACTION, SUIT OR OTHER
PROCEEDING AFFECTING THE MORTGAGED PROPERTY OR ANY PART THEREOF COMMENCED, IN
WHICH ACTION, SUIT OR PROCEEDING THE MORTGAGEE IS MADE A PARTY OR PARTICIPATES
OR IN WHICH THE RIGHT TO USE THE MORTGAGED PROPERTY OR ANY PART THEREOF IS
THREATENED, OR IN WHICH IT BECOMES NECESSARY IN THE JUDGMENT OF THE MORTGAGEE TO
DEFEND OR UPHOLD THE LIEN HEREOF (INCLUDING, WITHOUT LIMITATION, ANY ACTION,
SUIT OR PROCEEDING TO ESTABLISH OR UPHOLD THE COMPLIANCE OF THE MORTGAGED
PROPERTY WITH ANY REQUIREMENTS OF LAW), (II) THE COLLECTION OF THE SECURED
OBLIGATIONS, (III) THE ENFORCEMENT AND ADMINISTRATION HEREOF, (IV) THE CUSTODY
OR PRESERVATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON,
ANY OF THE MORTGAGED PROPERTY, (V) THE EXERCISE OR ENFORCEMENT OF ANY OF THE
RIGHTS OF THE MORTGAGEE OR ANY SECURED PARTY HEREUNDER OR (VI) THE FAILURE BY
THE MORTGAGOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.
ALL AMOUNTS
EXPENDED BY THE MORTGAGEE AND PAYABLE BY THE MORTGAGOR UNDER THIS SECTION 14.5
SHALL BE DUE UPON DEMAND THEREFOR (TOGETHER WITH INTEREST THEREON ACCRUING AT
THE DEFAULT RATE DURING THE PERIOD FROM AND INCLUDING THE DATE ON WHICH SUCH
FUNDS WERE SO EXPENDED TO THE DATE OF REPAYMENT) AND SHALL BE PART OF THE
SECURED OBLIGATIONS.
THE MORTGAGOR'S OBLIGATIONS UNDER THIS SECTION 14.5 SHALL
SURVIVE THE TERMINATION HEREOF AND THE DISCHARGE OF THE MORTGAGOR'S OTHER
OBLIGATIONS UNDER THIS MORTGAGE.
SECTION 14.6
INDEMNITY.
(I)
THE MORTGAGOR AGREES TO INDEMNIFY, PAY AND HOLD HARMLESS THE
MORTGAGEE AND EACH OF THE OTHER SECURED PARTIES AND THE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND AFFILIATES OF THE MORTGAGEE AND EACH OF THE OTHER SECURED
PARTIES (COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL OTHER
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
CLAIMS, COSTS (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS), EXPENSES OR
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING,
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WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH
INDEMNITEES IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL
PROCEEDING, COMMENCED OR THREATENED, WHETHER OR NOT SUCH INDEMNITEE SHALL BE
DESIGNATED A PARTY THERETO), WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED
AGAINST THAT INDEMNITEE, IN ANY MANNER RELATING TO OR ARISING OUT HEREOF, THE
INDENTURE, THE NOTES, ANY OTHER SECURITY DOCUMENT OR ANY OTHER DOCUMENT
EVIDENCING THE SECURED OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ANY
MISREPRESENTATION BY THE MORTGAGOR IN THIS MORTGAGE, THE INDENTURE, THE NOTES,
ANY OTHER SECURITY DOCUMENT OR ANY OTHER DOCUMENT EVIDENCING THE SECURED
OBLIGATIONS (THE "INDEMNIFIED LIABILITIES"); PROVIDED, HOWEVER, THAT THE
MORTGAGOR SHALL HAVE NO OBLIGATION TO AN INDEMNITEE HEREUNDER WITH RESPECT TO
INDEMNIFIED LIABILITIES