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thereto. The Borrower shall, upon request, promptly reimburse the Governmental Lender, the Funding
<br />Lender, the Fiscal Agent and the Servicer for all reasonable amounts expended, advanced or incurred by
<br />the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer to collect the Borrower
<br />Notes, or to enforce the rights of the Governmental Lender, the Funding Lender, the Fiscal Agent and the
<br />Servicer under this Borrower Loan Agreement or any other the Borrower Loan Document, or to defend or
<br />assert the rights and claims of the Governmental Lender, the Funding Lender, the Fiscal Agent and the
<br />Servicer under the Borrower Loan Documents and the Funding Loan Documents arising out of an Event
<br />of Default or with respect to the Project (by litigation or other proceedings) arising out of an Event of
<br />Default, which amounts will include all court costs, attorneys' fees and expenses, fees of auditors and
<br />accountants, and investigation expenses as maybe reasonably incurred by the Governmental Lender, the
<br />Funding Lender, the Fiscal Agent and the Servicer in connection with any such matters (whether or not
<br />litigation is instituted), together with interest at the Default Rate on each such amount from the Date of
<br />Disbursement until the date of reimbursement to the Governmental Lender, the Funding Lender, the
<br />Fiscal Agent and the Servicer, all of which shall constitute part of the Borrower Loan and the Funding
<br />Loan and shall be secured by the Borrower Loan Documents and the Funding Loan Documents. The
<br />obligations and liabilities of the Borrower under this Section 5.14 shall survive the Term of this Borrower
<br />Loan Agreement and the exercise by the Governmental Lender, the Funding Lender, the Fiscal Agent or
<br />the Servicer, as the case maybe, of any of its rights or remedies under the Borrower Loan Documents and
<br />the Funding Loan Documents, including the acquisition of the Project by foreclosure or a conveyance in
<br />lieu of foreclosure. Notwithstanding the foregoing, the Borrower shall not be obligated to pay amounts
<br />incurred as a result of the gross negligence or willful misconduct of any other party, and any obligations
<br />of the Borrower to pay for environmental inspections or audits will be governed by Section 18(i) and
<br />43(i) of the Security Instrument.
<br />Section 5.15. Indemnity. In addition to its other obligations hereunder, and in addition to any
<br />and all rights of reimbursement, indemnification, subrogation and other rights of Governmental Lender,
<br />the Fiscal Agent or Funding Lender pursuant hereto and under law or equity, to the fullest extent
<br />permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Governmental Lender,
<br />the Funding Lender, the Fiscal Agent, the Servicer, the Beneficiary Parties, Citigroup, Inc., Citicorp
<br />Funding, Inc. and each of their respective officers, directors, employees, attorneys and agents (each an
<br />"Indemnified Party"), against any and all losses, damages, claims, actions, liabilities, reasonable costs and
<br />expenses of any nature, kind or character (including, without limitation, reasonable attorneys' fees,
<br />litigation and court costs, amounts paid in settlement (to the extent that the Borrower has consented to
<br />such settlement) and amounts paid to discharge judgments) (hereinafter, the "Liabilities") to which the
<br />Indemnified Parties, or any of them, may become subject under federal or state securities laws or any
<br />other statutory law or at common law or otherwise, to the extent arising out of or based upon or in any
<br />way relating to:
<br />(a) The Borrower Loan Documents and the Funding Loan Documents or the execution or
<br />amendment thereof or in connection with transactions contemplated thereby, including the sale, transfer
<br />or resale of the Borrower Loan or the Funding Loan, except with respect to any Secondary Market
<br />Disclosure Document (other than any Borrower's obligations under Article IX);
<br />(b) Any act or omission of the Borrower or any of its agents, contractors, servants,
<br />employees or licensees in connection with the Borrower Loan, the Funding Loan or the Project, the
<br />operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession,
<br />conduct or management of work done in or about, or from the planning, design, acquisition, construction,
<br />installation or rehabilitation of, the Proj ect or any part thereof;
<br />(c) Any lien (other than a Permitted Lien) or charge upon payments by the Borrower to the
<br />Governmental Lender, the Fiscal Agent or the Funding Lender hereunder, or any taxes (including,
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