Laserfiche WebLink
200500259 <br />AGENT AND THEIR AFFILIATES (ANY OF THE FOREGOING SHALL BE AN <br />"INDEMNIFIED PARTY ") FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING <br />SUCH CLAIMS, LIABILITIES, LOSSES, DAMAGES, ACTIONS, REASONABLE <br />ATTORNEYS' FEES AND EXPENSES RESULTING FROM THE NEGLIGENCE OF <br />THE ADMINISTRATIVE AGENT OR SUCH OTHER INDEMNIFIED PARTY), <br />LIABILITIES, LOSSES, DAMAGES, ACTIONS, REASONABLE ATTORNEYS' AND <br />CONSULTANTS' FEES AND EXPENSES (AS SUCH FEES AND EXPENSES ARE <br />INCURRED) AND DEMANDS BY ANY PARTY, INCLUDING THE REASONABLE <br />COSTS OF INVESTIGATING AND DEFENDING SUCH CLAIMS, WHETHER OR NOT <br />DEBTOR OR THE PERSON SEEKING INDEMNIFICATION IS THE PREVAILING PARTY <br />(A) RESULTING FROM ANY BREACH OR ALLEGED BREACH BY DEBTOR OF ANY <br />REPRESENTATION OR WARRANTY MADE HEREUNDER; OR (B) OTHERWISE <br />ARISING OUT OF (I) THE COMMITMENTS OR OTHERWISE UNDER THIS DEED OF <br />TRUST, ANY LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY <br />OR THEREBY, INCLUDING, WITHOUT LIMITATION, THE USE OF THE PROCEEDS OF <br />LOANS HEREUNDER IN ANY FASHION BY DEBTOR OR THE PERFORMANCE OF ITS <br />RESPECTIVE OBLIGATIONS UNDER THE LOAN DOCUMENTS BY DEBTOR OR ANY <br />OTHER PARTY, (II) ALLEGATIONS OF ANY PARTICIPATION BY AN INDEMNIFIED <br />PARTY, OR ANY OF THEM, IN THE AFFAIRS OF DEBTOR, OR ALLEGATIONS THAT <br />ANY OF THEM HAS ANY JOINT LIABILITY WITH DEBTOR FOR ANY REASON, OR <br />(III) ANY CLAIMS AGAINST THE LENDERS AND THE AGENT, OR ANY OF THEM, BY <br />ANY SHAREHOLDER OR OTHER INVESTOR IN OR LENDER TO DEBTOR, BY ANY <br />BROKERS OR FINDERS OR INVESTMENT ADVISERS OR INVESTMENT BANKERS <br />RETAINED BY DEBTOR OR BY ANY OTHER THIRD PARTY, ARISING OUT OF THE <br />COMMITMENTS OR OTHERWISE UNDER THIS DEED OF TRUST; OR (C) IN <br />CONNECTION WITH TAXES (NOT INCLUDING FEDERAL OR STATE INCOME OR <br />FRANCHISE TAXES OR OTHER TAXES BASED SOLELY UPON THE REVENUES OR <br />INCOME OF SUCH PERSONS), FEES, AND OTHER CHARGES PAYABLE IN <br />CONNECTION WITH THE LOANS, OR THE EXECUTION, DELIVERY, AND <br />ENFORCEMENT OF THIS DEED OF TRUST, THE SECURITY DOCUMENTS, THE <br />OTHER LOAN DOCUMENTS, AND ANY AMENDMENTS THERETO OR WAIVERS OF <br />ANY OF THE PROVISIONS THEREOF; UNLESS THE PERSON SEEKING <br />INDEMNIFICATION HEREUNDER IS DETERMINED IN SUCH CASE TO HAVE ACTED <br />WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN ANY CASE, BY A FINAL, <br />NON - APPEALABLE JUDICIAL ORDER IN WHICH CASE SUCH PERSON SHALL NOT <br />BE ENTITLED TO INDEMNIFICATION TO THE EXTENT SUCH LIABILITIES ARE <br />CAUSED BY SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, <br />HOWEVER, THAT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY <br />INDEMNIFIED PARTY SHALL NOT IN ANY MANNER AFFECT THE RIGHT OF <br />INDEMNIFICATION OF ANY OTHER INDEMNIFIED PARTY. THE OBLIGATIONS OF <br />DEBTOR UNDER THIS SECTION ARE IN ADDITION TO, AND SHALL NOT <br />OTHERWISE LIMIT, ANY LIABILITIES WHICH DEBTOR MIGHT OTHERWISE HAVE <br />IN CONNECTION WITH ANY WARRANTIES OR SIMILAR OBLIGATIONS OF DEBTOR <br />IN ANY OTHER LOAN DOCUMENT. IF DEBTOR FOR ANY REASON FAILS TO <br />INDEMNIFY OR PAY THE ADMINISTRATIVE AGENT OR SUCH INDEMNIFIED <br />PARTY AS SET FORTH HEREIN IN FULL, THE LENDERS SHALL INDEMNIFY AND <br />PAY THE ADMINISTRATIVE AGENT UPON DEMAND, IN ACCORDANCE WITH EACH <br />LENDERS' PRO RATA SHARE OF THE AMOUNT DUE AND UNPAID OF THE LOANS. <br />DEED OF TRUST— Page 23 <br />