Lee Lofts Loan Agreement Note (executed) INITIALED FOR THE BORROWER
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, - INITIALED FOR THE LENDER
13. Miscellaneous. Notwithstanding anything to the foregoing herein, the following
provisions shall apply:
(a) Notwithstanding anything to the contrary herein. Borrower agrees to incorporate
and install the materials and amenities as listed on Exhibit C, attached hereto and incorporated
herein, provided, however, that Borrower shall have the right to make reasonable substitutions or
changes based on availability, or in the event that Borrower reasonably determines that such
substitutions or changes are necessary to prevent cost overruns and such substitutions are
consistent with the general spirit and intent of this Agreement.
(b) The Borrower agrees to defend, indemnify and hold Lender, its officers, agents
and employees, harmless from and against all liability for damages, costs and expenses,
including attorney fees, arising out of any claim. suit,judrpnent or demand to the extent resulting
from the negligent and/or intentional acts or omissions of the Borrower, its contractors;
subcontractors, agents or employees in the performance of any act required or permitted by this
Agreement. The Borrower shall give the Lender written notice of any claim, suit or demand
which may be subject to this provision at the earliest feasible date.
(c) Not in derogation of the indemnification provisions set forth herein or any
insurance requirements contained in the other Loan Documents, the Borrower shall, at its sole
cost and expense, throughout the term of this Agreement, insure and keep insured any vertical
structures built against direct loss or damage occasioned by fire and extended coverage perils
through insurers with a Best's rating of no less than "A-" and/or that is reasonably acceptable to
Lender and without co-insurance. The insurance shall be for an amount that is not less than the
full replacement cost of such structures and shall include a payable endorsement in favor of
Lender.
(d) The rights, duties and obligations hereunder of the Borrower may not be assigned,
in whole or in part, to another person or entity, without the prior approval of the Lender
following verification by the Lender that the assignment complies with the terms of this
Agreement. Any proposed assignee shall have qualifications and financial responsibility, as
reasonably determined by the Lender, necessary and adequate to fulfill the obligations of the
Borrower under this Agreement. Any proposed assignee shall, by instrument in writing, for
itself and its successors and assigns, and expressly for the benefit of the Lender, assume all of the
obligations of the Borrower under this Agreement and agree to be subject to all the applicable
conditions and restrictions to which the Borrower is subject. The Lender shall notify the
Borrower within 45 days of receipt by the Lender of a written request to approve a proposed
assignment under this Section of its approval or disapproval. All written requests for approval of
a proposed assignment shall include a description of the qualifications and financial resources of
the proposed assignee and the form of a proposed assignment and assumption agreement. If the
Lender elects to disapprove a requested assignment. it will include in its notice to the Borrower
the basis for the disapproval. The Borrower shall not be relieved from any obligations set forth