TO THE EXTENT SUCH LOSSES OR COSTS OF REMEDIATION
ARISE BY REASON OF THE GROSS NEGLIGENCE, ILLEGAL ACTS, FRAUD OR WILLFUL
MISCONDUCT OF THE INDEMNIFIED PARTIES OR LOSSES RESULTING FROM ACTS OR OMISSIONS
ARISING AFTER A COMPLETED FORECLOSURE OF THE PROPERTY OR ACCEPTANCE BY LENDER OF
A DEED IN LIEU OF FORECLOSURE. THIS INDEMNITY SHALL SURVIVE ANY TERMINATION,
SATISFACTION OR FORECLOSURE OF THIS MORTGAGE, SUBJECT TO THE PROVISIONS OF
SECTION 10.5.
SECTION 9.5.
DUTY TO DEFEND; ATTORNEYS' FEES
AND OTHER FEES AND EXPENSES. UPON WRITTEN REQUEST BY ANY INDEMNIFIED PARTY,
BORROWER SHALL DEFEND SUCH INDEMNIFIED PARTY (IF REQUESTED BY ANY INDEMNIFIED
PARTY, IN THE NAME OF THE INDEMNIFIED PARTY) BY ATTORNEYS AND OTHER
PROFESSIONALS APPROVED BY THE INDEMNIFIED PARTIES. NOTWITHSTANDING THE
FOREGOING, IF THE DEFENDANTS IN ANY SUCH CLAIM OR PROCEEDING INCLUDE BOTH
BORROWER AND ANY INDEMNIFIED PARTY AND BORROWER AND SUCH INDEMNIFIED PARTY SHALL
HAVE REASONABLY CONCLUDED THAT THERE ARE ANY
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LEGAL DEFENSES AVAILABLE TO IT AND/OR OTHER INDEMNIFIED PARTIES THAT ARE
DIFFERENT FROM OR ADDITIONAL TO THOSE AVAILABLE TO BORROWER, SUCH INDEMNIFIED
PARTY SHALL HAVE THE RIGHT TO SELECT SEPARATE COUNSEL TO ASSERT SUCH LEGAL
DEFENSES AND TO OTHERWISE PARTICIPATE IN THE DEFENSE OF SUCH ACTION ON BEHALF OF
SUCH INDEMNIFIED PARTY, PROVIDED THAT NO COMPROMISE OR SETTLEMENT SHALL BE
ENTERED WITHOUT BORROWER'S CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD. UPON DEMAND, BORROWER SHALL PAY OR, IN THE SOLE AND ABSOLUTE
DISCRETION OF THE INDEMNIFIED PARTIES, REIMBURSE, THE INDEMNIFIED PARTIES FOR
THE PAYMENT OF REASONABLE FEES AND DISBURSEMENTS OF ATTORNEYS, ENGINEERS,
ENVIRONMENTAL CONSULTANTS, LABORATORIES AND OTHER PROFESSIONALS IN CONNECTION
THEREWITH.
ARTICLE 10
WAIVERS
SECTION 10.1.
WAIVER OF COUNTERCLAIM. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES THE RIGHT TO ASSERT A
COUNTERCLAIM, OTHER THAN A MANDATORY OR COMPULSORY COUNTERCLAIM, IN ANY ACTION
OR PROCEEDING BROUGHT AGAINST IT BY LENDER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS MORTGAGE, THE LOAN AGREEMENT, THE NOTE, ANY OF THE OTHER
LOAN DOCUMENTS, OR THE OBLIGATIONS.
SECTION 10.2.
MARSHALLING AND OTHER MATTERS. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES THE BENEFIT
OF ALL APPRAISEMENT, VALUATION, STAY, EXTENSION, REINSTATEMENT AND REDEMPTION
LAWS NOW OR HEREAFTER IN FORCE AND ALL RIGHTS OF MARSHALLING IN THE EVENT OF ANY
SALE HEREUNDER OF THE PROPERTY OR ANY PART THEREOF OR ANY INTEREST THEREIN.
FURTHER, BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM
SALE UNDER ANY ORDER OR DECREE OF FORECLOSURE OF THIS MORTGAGE ON BEHALF OF
BORROWER, AND ON BEHALF OF EACH AND EVERY PERSON ACQUIRING ANY INTEREST IN OR
TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS MORTGAGE AND ON BEHALF OF
ALL PERSONS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
SECTION 10.3.
WAIVER OF NOTICE. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER SHALL NOT BE ENTITLED TO ANY NOTICES OF
ANY NATURE WHATSOEVER FROM LENDER EXCEPT WITH RESPECT TO MATTERS FOR WHICH THIS
MORTGAGE SPECIFICALLY AND EXPRESSLY PROVIDES FOR THE GIVING OF NOTICE BY LENDER
OR TRUSTEE