OR OPERATION OF, OR THE SALE
OF, COLLECTION FROM, OR OTHER REALIZATION UPON, THE COLLATERAL, AND (3) THE
EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS AND REMEDIES OF LENDER HEREUNDER;
(II)
TO THE PAYMENT OR OTHER SATISFACTION OF ANY LIENS AND OTHER
ENCUMBRANCES UPON THE COLLATERAL;
(III)
TO THE SATISFACTION OF THE INDEBTEDNESS;
(IV)
BY HOLDING SUCH CASH AND PROCEEDS AS COLLATERAL;
(V)
TO THE PAYMENT OF ANY OTHER AMOUNTS REQUIRED BY APPLICABLE
LAW; AND
(VI)
FOLLOWING INDEFEASIBLE PAYMENT IN FULL OF ALL OF THE
INDEBTEDNESS BY DELIVERY TO ANY APPLICABLE DEBTOR OR ANY OTHER PARTY LAWFULLY
ENTITLED TO RECEIVE SUCH CASH OR PROCEEDS WHETHER BY DIRECTION OF A COURT OF
COMPETENT JURISDICTION OR OTHERWISE.
(C)
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE ON THE PART OF
LENDER TO EXERCISE AND NO DELAY IN EXERCISING, AND NO COURSE OF DEALING WITH
RESPECT TO, ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF
ANY OTHER RIGHT, POWER, OR PRIVILEGE. THE RIGHTS AND REMEDIES PROVIDED FOR IN
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE OF
ANY RIGHTS AND REMEDIES PROVIDED BY LAW.
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(D)
EQUITABLE RELIEF.
EACH DEBTOR RECOGNIZES THAT IN THE EVENT
ANY DEBTOR FAILS TO PAY, PERFORM, OBSERVE, OR DISCHARGE ANY OR ALL OF THE
INDEBTEDNESS, ANY REMEDY AT LAW MAY PROVE TO BE INADEQUATE RELIEF TO LENDER.
EACH DEBTOR THEREFORE AGREES THAT LENDER, IF LENDER SO REQUESTS, SHALL BE
ENTITLED TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF IN ANY SUCH CASE WITHOUT
THE NECESSITY OF PROVING ACTUAL DAMAGES.
13.
INDEMNITY.
EACH DEBTOR HEREBY JOINTLY AND SEVERALLY
INDEMNIFIES AND AGREES TO HOLD HARMLESS LENDER, AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS, FINANCIAL ADVISORS, AND REPRESENTATIVES (EACH AN
"INDEMNIFIED PERSON") FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
CLAIMS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES
OR DISBURSEMENTS OF ANY KIND OR NATURE (COLLECTIVELY, THE "CLAIMS") WHICH ARE
IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, ANY INDEMNIFIED PERSON ARISING IN
CONNECTION WITH THE LOAN DOCUMENTS, THE INDEBTEDNESS OR THE COLLATERAL
(INCLUDING WITHOUT LIMITATION, THE ENFORCEMENT OF THE LOAN DOCUMENTS AND THE
DEFENSE OF ANY INDEMNIFIED PERSON'S ACTIONS AND/OR INACTIONS IN CONNECTION WITH
THE LOAN DOCUMENTS, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN
INDEMNIFIED PERSON ARE CAUSED BY ANY INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY
TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART
ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER
INDEMNIFIED PERSON.
THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL EXTEND AND CONTINUE TO
BENEFIT EACH INDIVIDUAL OR ENTITY THAT IS OR HAS AT ANY TIME BEEN AN INDEMNIFIED
PERSON