THE DATE OF PAYMENT TO LENDER,
(IV) SHALL CONSTITUTE A PORTION OF THE DEBT, AND (V) SHALL BE SECURED BY THE
PLEDGE.
(B)
BORROWER HEREBY INDEMNIFIES LENDER FROM AND AGAINST ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ASSESSMENTS, ACTIONS, OR CAUSES OF
ACTION, JUDGMENTS, SUITS, CLAIMS, DEMANDS, COSTS, EXPENSES (INCLUDING 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.
LENDER SHALL HAVE NO OBLIGATION TO BORROWER, SOLE MEMBER, OWNER OR ANY
OTHER PARTY TO MAKE ANY SUCH PAYMENT OR PERFORMANCE.
BORROWER SHALL NOT IMPEDE,
INTERFERE WITH, HINDER OR DELAY, AND SHALL NOT PERMIT OWNER TO IMPEDE, INTERFERE
WITH, HINDER OR DELAY, ANY EFFORT OR ACTION ON THE PART OF LENDER TO CURE ANY
DEFAULT OR ASSERTED DEFAULT UNDER THE SENIOR LOAN, OR TO OTHERWISE PROTECT OR
PRESERVE LENDER'S INTERESTS IN THE LOAN AND THE COLLATERAL FOLLOWING A DEFAULT
OR ASSERTED DEFAULT UNDER THE SENIOR LOAN.
(C)
ANY DEFAULT OR BREACH BY OWNER UNDER THE SENIOR LOAN DOCUMENTS
WHICH IS NOT CURED PRIOR TO THE EXPIRATION OF ANY APPLICABLE GRACE, NOTICE OR
CURE PERIOD AFFORDED TO OWNER UNDER THE SENIOR LOAN DOCUMENTS SHALL CONSTITUTE
AN EVENT OF DEFAULT, WITHOUT REGARD TO ANY SUBSEQUENT PAYMENT OR PERFORMANCE OF
ANY SUCH OBLIGATIONS BY LENDER.
BORROWER HEREBY GRANTS LENDER AND ANY PERSON
DESIGNATED BY LENDER THE RIGHT TO ENTER UPON THE PROPERTY AT ANY TIME FOLLOWING
THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY DEFAULT, OR THE ASSERTION BY
SENIOR LENDER THAT A DEFAULT HAS OCCURRED UNDER THE SENIOR LOAN DOCUMENTS, FOR
THE PURPOSE OF TAKING ANY SUCH ACTION OR TO APPEAR IN, DEFEND OR BRING ANY
ACTION OR PROCEEDING TO PROTECT BORROWER'S, OWNER'S AND/OR LENDER'S INTEREST.
LENDER MAY TAKE SUCH ACTION AS LENDER DEEMS REASONABLY NECESSARY OR DESIRABLE TO
CARRY OUT THE INTENTS AND PURPOSES OF THIS SUBSECTION (INCLUDING COMMUNICATING
WITH SENIOR LENDER WITH RESPECT TO ANY SENIOR LOAN DEFAULTS), WITHOUT PRIOR
NOTICE TO, OR CONSENT FROM, BORROWER.
LENDER SHALL HAVE NO OBLIGATION TO
COMPLETE ANY CURE OR ATTEMPTED CURE UNDERTAKEN OR COMMENCED BY LENDER.
62
(D)
IF LENDER SHALL RECEIVE A COPY OF ANY NOTICE OF DEFAULT UNDER THE
SENIOR LOAN DOCUMENTS SENT BY SENIOR LENDER TO OWNER, 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
RELEASES AND WAIVES ALL CLAIMS AGAINST LENDER ARISING OUT OF LENDER'S EXERCISE
OF ITS RIGHTS AND REMEDIES PROVIDED IN THIS SECTION 9.2, EXCEPT FOR LENDER'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN THE EVENT THAT LENDER MAKES ANY
PAYMENT IN RESPECT OF THE SENIOR LOAN, LENDER SHALL BE SUBROGATED TO ALL OF THE
RIGHTS OF SENIOR LENDER UNDER THE SENIOR LOAN DOCUMENTS AGAINST THE PROPERTY, IN
ADDITION TO ALL OTHER RIGHTS IT MAY HAVE UNDER