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<br />200800520
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<br />'!r
<br />20J(QJy2
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<br />under this Section 1.19 may be applied to the Secured Obligations in such order of application as
<br />Beneficiary may elect in its sole and absolute discretion.
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<br />1.20 Periodic Appraisals. If at any time Beneficiary shall determine in good faith that an
<br />appraisal of the Premises is required as a result of:
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<br />(a) any law, regulation or guideline or any change or interpretation thereof;
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<br />(b) any central bank or other fiscal, monetary or other governmental authority
<br />having jurisdiction over Beneficiary or the activities of Beneficiary requesting, dirccting or
<br />imposing a condition upon Beneficiary (whether or not such request, direction or
<br />condition shall have the force of law); or
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<br />(c) the occurrence and continuance of an Event of Default;
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<br />Beneficiary may require that Grantor provide at Grantor's sole cost and expense, within forty~five
<br />(45) days after Beneficiary's request (but not more than once during each calendar year), an
<br />update or supplement to the previously furnished appraisal for thc Collateral indicating the present
<br />appraised fair market value of the Collateral.
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<br />1.21 Indemnity Clause. Without limiting any other rights hereunder or under applicable
<br />law, Grantor does and shall indemnifY Beneficiary and hold Beneficiary harmless from and against
<br />any and all claims, losses, damages (including, without limitation, natural resources damages),
<br />liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments,
<br />remedial action requirements, enforcement actions of any kind, and all costs and expenses
<br />incurred in connection therewith, including, without limitation, all reasonable attorneys' fees and
<br />expenses, arising directly or indirectly in whole or in part, out of any spill or attributable to the
<br />presence, use, generation, disposal, discharge, storage, release or threatened release of Hazardous
<br />Substances on, from, under or affecting the Premises, or transported to or from the Premises,
<br />whether prior to or during the term of the indebtedness secured hereby, and whether by Grantor
<br />or any predecessor in title or any employees, agents, contractors, or subcontractors of Grantor or
<br />any predecessors in title, or any third persons at any time occupying or present on the Premises.
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<br />1.22 Reasonable Attornevs' Fees. Grantor and each borrower, endorser, and guarantor
<br />jointly, severally and collectively agrees to pay all costs, reasonable attorneys' fees, paralegal fees,
<br />and expenses incurred (whether incurred in any trial, appellate, bankruptcy, condemnation, or any
<br />other proceeding) in the event it becomes necessary for Beneficiary to protect its security, protect
<br />its rights under bankruptcy law, and/or in the event of collection, whether suit be brought or not,
<br />and if suit is brought said parties agree to pay Beneficiary's costs and reasonable attorneys' fees,
<br />paralegal fees and expenses incurred therein including costs and reasonable attorneys' fees,
<br />paralegal fees and expenses incurred upon appeal, if any.
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<br />1.23 Title Warranty. Grantor covenants and warrants to Beneficiary that Grantor holds
<br />good and marketable fee title to the Premises.
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<br />1.24 Transfer of Premises bv Grantor. To induce Beneficiary to extend credit under the
<br />Loan Agreement, Grantor agrees that in the event of any transfer (by sale, lease, operation of law
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<br />NEWY I \8176568.2
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