THE PROPERTY AT ANY TIME FOR THE PURPOSE OF CARRYING OUT THE
RIGHTS GRANTED TO LENDER UNDER THIS SECTION 9.4.
78
(C)
BORROWER HEREBY INDEMNIFIES LENDER FROM AND AGAINST ALL
OUT-OF-POCKET LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ASSESSMENTS,
ACTIONS, OR CAUSES OF ACTION, JUDGMENTS, SUITS, CLAIMS, DEMANDS, COSTS, EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' AND OTHER PROFESSIONAL
FEES, WHETHER OR NOT SUIT IS BROUGHT, AND SETTLEMENT COSTS), AND DISBURSEMENTS
OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST LENDER AS A RESULT OF THE FOREGOING ACTIONS DESCRIBED IN
SECTION 9.4(A), EXCEPT TO THE EXTENT ARISING OUT OF THE FRAUD, ILLEGAL ACTS,
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER.
LENDER SHALL HAVE NO
OBLIGATION TO BORROWER, MORTGAGE BORROWER OR ANY OTHER PARTY TO MAKE ANY SUCH
PAYMENT OR PERFORMANCE.
BORROWER SHALL NOT IMPEDE, INTERFERE WITH, HINDER OR
DELAY, AND SHALL CAUSE MORTGAGE BORROWER TO NOT IMPEDE, INTERFERE WITH, HINDER
OR DELAY, ANY EFFORT OR ACTION ON THE PART OF LENDER TO CURE ANY DEFAULT OR
ASSERTED DEFAULT UNDER THE MORTGAGE LOAN, OR TO OTHERWISE PROTECT OR PRESERVE
LENDER'S INTERESTS IN THE LOAN AND THE COLLATERAL FOLLOWING A DEFAULT OR
ASSERTED DEFAULT UNDER THE MORTGAGE LOAN.
(D)
IF LENDER SHALL RECEIVE A COPY OF ANY NOTICE OF DEFAULT UNDER THE
MORTGAGE LOAN DOCUMENTS SENT BY MORTGAGE LENDER TO MORTGAGE BORROWER, SUCH
NOTICE SHALL CONSTITUTE FULL PROTECTION TO LENDER FOR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN BY LENDER, IN GOOD FAITH, IN RELIANCE THEREON.
AS A
MATERIAL INDUCEMENT TO LENDER'S MAKING THE LOAN, BORROWER HEREBY ABSOLUTELY AND
UNCONDITIONALLY RELEASE AND WAIVE ALL CLAIMS AGAINST LENDER ARISING OUT OF
LENDER'S EXERCISE OF ITS RIGHTS AND REMEDIES PROVIDED IN THIS SECTION OTHER THAN
CLAIMS ARISING OUT OF THE FRAUD, ILLEGAL ACTS, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LENDER.
(E)
IN THE EVENT THAT LENDER MAKES ANY PAYMENT IN RESPECT OF THE
MORTGAGE LOAN, LENDER SHALL BE SUBROGATED TO ALL OF THE RIGHTS OF MORTGAGE
LENDER UNDER THE MORTGAGE LOAN DOCUMENTS AGAINST THE PROPERTY AND MORTGAGE
BORROWER IN ADDITION TO ALL OTHER RIGHTS LENDER MAY HAVE UNDER THE LOAN
DOCUMENTS OR APPLICABLE LAW.
9.5
INTERCREDITOR AGREEMENT.
(A)
LENDER AND MORTGAGE LENDER ARE OR WILL BE PARTIES TO A CERTAIN
INTERCREDITOR AGREEMENT (THE "INTERCREDITOR AGREEMENT") MEMORIALIZING THEIR
RELATIVE RIGHTS AND OBLIGATIONS WITH RESPECT TO THE MORTGAGE LOAN, THE LOAN,
MORTGAGE BORROWER, BORROWER, THE COLLATERAL AND THE PROPERTY.
BORROWER HEREBY
ACKNOWLEDGES AND AGREES THAT (I) SUCH INTERCREDITOR AGREEMENT IS INTENDED SOLELY
FOR THE BENEFIT OF LENDER AND MORTGAGE LENDER AND (II) BORROWER AND MORTGAGE
BORROWER ARE NOT INTENDED THIRD-PARTY BENEFICIARIES OF ANY OF THE PROVISIONS
THEREIN AND SHALL NOT BE ENTITLED TO RELY ON ANY OF THE PROVISIONS CONTAINED
THEREIN.
LENDER AND MORTGAGE LENDER SHALL HAVE NO OBLIGATION TO DISCLOSE TO
BORROWER THE CONTENTS OF THE INTERCREDITOR AGREEMENT.
BORROWER'S OBLIGATIONS
HEREUNDER ARE INDEPENDENT OF SUCH INTERCREDITOR AGREEMENT AND REMAIN UNMODIFIED
BY THE TERMS AND PROVISIONS THEREOF.
(B)
IN THE EVENT THE LENDER IS REQUIRED PURSUANT TO THE TERMS OF