TO LENDER ONLY (AND NOT TO ANY OTHER PARTY TO THE
AGREEMENT OR ANY OTHER PERSON OR ENTITY) AS FOLLOWS:
A.
ORIGINAL INDEMNITOR IS A LIMITED
PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE, AND IS AUTHORIZED TO EXECUTE THIS AGREEMENT.
B.
THIS AGREEMENT CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF ORIGINAL INDEMNITOR ENFORCEABLE AGAINST ORIGINAL
INDEMNITOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEMENT MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND BY GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW). NEITHER THE ENTRY INTO NOR THE PERFORMANCE OF
AND COMPLIANCE WITH THIS AGREEMENT HAS RESULTED OR WILL RESULT IN ANY VIOLATION
OF, OR A CONFLICT WITH OR A DEFAULT UNDER, ANY JUDGMENT, DECREE, ORDER,
MORTGAGE, INDENTURE, CONTRACT, AGREEMENT OR LEASE BY WHICH ORIGINAL INDEMNITOR
OR ANY PROPERTY OF ORIGINAL INDEMNITOR IS BOUND, OR ANY STATUTE, RULE OR
REGULATION APPLICABLE TO ORIGINAL INDEMNITOR.
12
C.
NO REPRESENTATION OR WARRANTY OF
ORIGINAL INDEMNITOR MADE IN THIS AGREEMENT CONTAINS ANY UNTRUE STATEMENT OF
MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT KNOWN TO ORIGINAL INDEMNITOR AND
NECESSARY IN ORDER TO MAKE SUCH REPRESENTATIONS AND WARRANTIES NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE.
23.
NO FURTHER CONSENTS. BORROWER AND SUBSTITUTE
OBLIGORS ACKNOWLEDGE AND AGREE THAT LENDER'S CONSENT HEREIN CONTAINED IS
EXPRESSLY LIMITED TO THE TRANSACTION AS HEREIN DESCRIBED, THAT SUCH CONSENTS
SHALL NOT WAIVE OR RENDER UNNECESSARY LENDER'S CONSENT OR APPROVAL OF ANY
SUBSEQUENT SALE, CONVEYANCE, ASSIGNMENT OR TRANSFER OF THE PROPERTY OR ANY
INTEREST THEREIN (AS DEFINED IN THE LOAN AGREEMENT), OR ANY FUTURE SUBSTITUTION
OF INDEMNITOR, AND BORROWER, SUBSTITUTE OBLIGORS AND LENDER ACKNOWLEDGE AND
AGREE THAT SECTION 4.2.1 AND ARTICLE VIII OF THE LOAN AGREEMENT SHALL CONTINUE
IN FULL FORCE AND EFFECT, AS MODIFIED IN THIS AGREEMENT.
24.
INCORPORATION OF RECITALS. EACH OF THE
RECITALS SET FORTH ABOVE IN THIS AGREEMENT ARE INCORPORATED HEREIN AND MADE A
PART HEREOF.
25.
PROPERTY REMAINS AS SECURITY FOR LENDER. ALL
OF THE "PROPERTY" AS DESCRIBED AND DEFINED IN THE MORTGAGE SHALL REMAIN IN ALL
RESPECTS SUBJECT TO THE LIEN, CHARGE OR ENCUMBRANCE OF THE MORTGAGE, AND, EXCEPT
AS SET FORTH HEREIN, NOTHING HEREIN CONTAINED AND NOTHING DONE PURSUANT HERETO
SHALL AFFECT OR BE CONSTRUED TO RELEASE OR AFFECT THE LIABILITY OF ANY PARTY OR
PARTIES WHO MAY NOW OR HEREAFTER BE LIABLE UNDER OR ON ACCOUNT OF THE NOTE OR
THE MORTGAGE, NOR SHALL ANYTHING HEREIN CONTAINED OR DONE IN PURSUANCE HEREOF
AFFECT OR BE CONSTRUED TO AFFECT ANY OTHER SECURITY FOR THE NOTE, IF ANY, HELD
BY LENDER.
26.
NO WAIVER BY LENDER. NOTHING CONTAINED
HEREIN SHALL BE DEEMED A WAIVER OF ANY OF LENDER'S RIGHTS OR REMEDIES UNDER THE
LOAN AGREEMENT, THE NOTE, THE MORTGAGE, THE LOAN DOCUMENTS OR APPLICABLE LAW.
27.
CAPTIONS. THE HEADINGS TO THE SECTIONS OF
THIS