201007999 - Laserfiche WebLink

Browse

20100�999 Administrative Agent that all the secured indebtedness is fully and finally paid. Administrative Agent may, but shall nat be abligated to, take such action as it deems appropriate in an effort to collect the Rents, and any reasonable expenses (including reasonable attarney's fees) so incurred by Administrative Agent shall be a demand obligation of Mortgagor and shall be part of the secured indebtedness, and shall bear interest each day, from the date af such expenditure or payment until paid, at the rate set farth in Section 2,12(c) of the Credit Agreement. Section 3.3. Release From Liabilitv; Indernnification. Administrative Ag�nt and its successors and assigns are hereby released and absolved from all liability for failure to enforce the Leases andJor the collection of the Rents and from all other responsibility in connection therewith, except the responsibility of each to accaunt to Mortgagor for funds actually r�ceived by each. Mortgagor agrees to indemnify and hold harmless Administrative Agent (for purposes of this paragraph, the term "Adrninistrative Agent" shall include the directars, afficers, partners, employees and agents af Adrninistrative Agent and any persons ar entities owned or controlled by or affiliated with Administrative Agent) from and against all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgrnents, penalties, costs aand expenses (including withaut limitation reasonabl� attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Administrative Agent by reason af the assertion that Administrative Agent r�ceived, either before or after payment in full of the secured indebtedness, funds claimed by third persons (and/or funds in respect of consideration paid in violation of applicable contracts or any Requirement of Law), and Administrative Agent shall have the right to defend against any such clairns or actions, employing attorneys of its own selection. In addition, if not furnished with indemnity satisfactory to it, Administrative Agent shall have the right ta compromise and adjust any such claims, actions and judgments, and in addztion to the rights ta be indemnified as herein provided, all amounts paid by Admxnistrative Ag�nt in compromise, satisfaction orr discharge of any such claim, action or judgment, and all court costs, attorneys' fees and other expenses of every character expended by Administrative Agent pursuant to the provisions of this section shall be a demand obligation (which obligation Mortgagor hereby expressly prnmises to pay) owing by Mortgagor to Administrative Agent and shall bear interest, fram the date expended until paid, at the rate set forth in Section 2.12(c) of the Credit Agreement. The foregoing indemnities shall not terminate upon the Release Date (as hereinafter defined) or upon the release, foreclosure or other tenmination of this Mortgage but will survive the Release Date, foreclosure of this Mortgage or conveyance in lieu of foreclosure, and the repayment of the secured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or securing the secur�d indebtedness with respect to claims or actions arising out of events that occur prior ta th� Release Date. The "Release Date" as used herein shall mean the earlier of the follawing two dates: (i) the date on which the indebtedness and other obligations secured hereby have been paid and performed in full (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Specified Cash Management Agreements and Specified Swap Agreements either (x) as to which arrangements satisfactory to the applicable Secured Party shall have been made or (y) notice has not been received by the Administrative Agent frorn the applicable Secured Party that such amotuats are then due and payable)) and this Mortgage has been released. af record, or (ii) the date on wl�ich the Lien of this Mortgage is foreclosed or a deed in lieu of such foreclosure is fully effective and recorded. WITHOUT LIMITATION, IT iS THE INTENTION UF MORTGAGOR AND MORTGAGOR AGREES THAT THE F�REGOING RELEASES AND INDEMNIT�ES SHALL APPLY TO EACH 28