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��14��133 (�} Lender's failure ta properly perfect any lien�r security interest given as security far the Indebtedness. (�� Borrower sha�l, at its own cost and expense, d�all of the f�llowing: r �1} pay or sat�sfy any judgment�r decre�that may be entered against any Indemnitee or Indemnite�s in any legal ar administrative proceeding incident ta any mat�ers against which Indemnitees are entitled to be indemnified under this Secti�n 48; �2} reimburse Indemnitees f�r any expens�s paid or incurred in connecti�n with any matters against which Indemnitees ar� ent�tled to be indemnified under this Sect�on 4�; and (3} reimburse Indemn�tees for any and a�l expenses, including f��s and out-of- pocket e�penses of attorneys and expert witnesses, pa�d or incurred in conr�ection with the enforcernent by Indemnitees of th�ir rights under this Sectian 4$, or in monitaring and participating in any legal [including appellate} or administrative pro�eeding. �p} In any circumstances in which the indemnity under this Section 48 applies, Lender may employ its own legal counsel and cor�sultants to prosecute, d�fend or negotiate any claim or legal or administrative proceeding and Lender, with the prior wr�tten consent�f Borrower�which shall n�t be unreasonably withheld, delayed or conditioned}, may settle or comprom�se any action nr legal or administrative praceed�ng. B�rrower shall r�imburs� Lend�r upan demand far al� casts and expenses incurred by Lender, including al� costs of s�ttlements entered into in good faith, and the fees and out of pocket expenses�f such attorneys (including �ut not limit�d t� appellate litigation}and consu�tants. (q� The provisians of this S�ctior�48 shall be in addition to any and all other obligations and �iabilities that Borrower may have under applicable law or under other L�an Dacuments, and ea�h Indemnit�e shall b�entitled to indemnifcation under this Section 48 without r�gard to whether Lender or that Indemnitee has exercised any rights against the Mortgaged Property or any other se�urity,pursu�d any rights against any�uarantor, or pursued any other rights available under the Loan Documents or applicable 1aw. If Borrower consists�f mare than one entity,the obligati�n of those entities t� indemnify the Indemnit�es under this Se�tion 4$ shall be joint and several. The o��igatian af Borrower to indemnify the Indemnitees under this Section 4$ shall sur�i��any repayment�r discharge af the Indebtedness, any � fareclosure proceeding, any foreclasure sa1e, any d�livery of any deed in lieu of foreclosure, and any release of record of the �ien of this Security Instrument. N�twithstanding anything in Section 48 to the contrary, so long as the Loan is insured ar held by HUD, indemnification costs and reimbursements to Lender ar to any or all Indemnite�s shal� be paid anly from the a�ailable proceeds of an appropriate insurance poli�y or fram Surp�us �ash �if applicable} or ather escraw accounts. (r� So long as th� Loan is insured or held by HUD, all references to Lender in this Section 48 shall also be c�nstrued to refer ta HUD as its interest appears (so�ely as determined Pre�i�us versions obsalete Page 39 of 4fl farm HUD-94��D-�R�F�Rev.q3113}