impose upon Borrower any duties,
obligations or liabilities greater than or in addition to those owed by Borrower
under the other provisions of this Agreement, or (iii) to constitute Lender a
partner or member of Borrower or a third-party beneficiary of Borrower's
Organizational Documents.
Section 9.11
Mortgage Loan Defaults.
(A)
WITHOUT LIMITING THE GENERALITY OF THE
OTHER PROVISIONS OF THIS AGREEMENT, AND WITHOUT WAIVING OR RELEASING BORROWER
FROM ANY OF ITS OBLIGATIONS HEREUNDER, IF THERE SHALL OCCUR ANY MORTGAGE LOAN
EVENT OF DEFAULT, AND WITHOUT REGARD TO ANY OTHER DEFENSES OR OFFSET RIGHTS
MORTGAGE BORROWER MAY HAVE AGAINST MORTGAGE LENDER, BORROWER HEREBY EXPRESSLY
AGREES THAT LENDER SHALL HAVE THE IMMEDIATE RIGHT, WITHOUT NOTICE TO OR DEMAND
ON BORROWER OR MORTGAGE BORROWER, BUT SHALL BE UNDER NO
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OBLIGATION: (I) TO PAY ALL OR ANY PART OF THE MORTGAGE LOAN, AND ANY OTHER SUMS,
THAT ARE THEN DUE AND PAYABLE AND TO PERFORM ANY ACT OR TAKE ANY ACTION ON
BEHALF OF MORTGAGE BORROWER, AS MAY BE APPROPRIATE, TO CAUSE ALL OF THE TERMS,
COVENANTS AND CONDITIONS OF THE MORTGAGE LOAN DOCUMENTS ON THE PART OF MORTGAGE
BORROWER TO BE PERFORMED OR OBSERVED THEREUNDER TO BE TIMELY PERFORMED OR
OBSERVED; AND (II) TO PAY ANY OTHER AMOUNTS AND TAKE ANY OTHER ACTION AS LENDER
SHALL REASONABLY DETERMINE TO BE NECESSARY TO PROTECT OR PRESERVE THE RIGHTS AND
INTERESTS OF LENDER IN THE LOAN AND/OR THE COLLATERAL. LENDER SHALL HAVE NO
OBLIGATION TO COMPLETE ANY CURE OR ATTEMPTED CURE UNDERTAKEN OR COMMENCED BY
LENDER. ALL SUMS SO PAID AND THE COSTS AND EXPENSES INCURRED BY LENDER IN
EXERCISING RIGHTS UNDER THIS SECTION (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' AND OTHER PROFESSIONAL FEES), WITH INTEREST AT THE DEFAULT RATE, FOR
THE PERIOD FROM THE DATE OF DEMAND BY LENDER TO BORROWER FOR SUCH PAYMENTS TO
THE DATE OF PAYMENT TO LENDER, SHALL CONSTITUTE A PORTION OF THE DEBT, SHALL BE
SECURED BY THE PLEDGE AGREEMENT AND SHALL BE DUE AND PAYABLE TO LENDER WITHIN
TEN (10) DAYS FOLLOWING DEMAND THEREFOR.
(B)
SUBJECT TO THE RIGHTS OF TENANTS, BORROWER
HEREBY GRANTS, AND SHALL CAUSE MORTGAGE BORROWER TO GRANT, LENDER AND ANY PERSON
DESIGNATED BY LENDER THE RIGHT TO ENTER UPON THE PROPERTY AT ANY TIME FOR THE
PURPOSE OF CARRYING OUT THE RIGHTS GRANTED TO LENDER UNDER THIS SECTION 9.11.
(C)
BORROWER SHALL INDEMNIFY AND HOLD HARMLESS
LENDER FROM AND AGAINST ALL ACTUAL 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 9.11(A) OTHER THAN
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ASSESSMENTS, ACTIONS, OR
CAUSES OF ACTION, JUDGMENTS, SUITS, CLAIMS, DEMANDS, COSTS, EXPENSES AND
DISBURSEMENTS ARISING OUT OF THE FRAUD, ILLEGAL ACTS, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF LENDER.