upon Lender any
rights or privileges greater than those inuring to Lender under the other
provisions of this Agreement, (ii) to 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 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.
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(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,