protect, secure or insure any security interest or lien given as
security for the Notes; and, in any such case, whether with or without notice to
Indemnitors and with or without consideration.
4.
ENFORCEMENT. LENDER MAY ENFORCE THE OBLIGATIONS OF INDEMNITOR
WITHOUT FIRST RESORTING TO OR EXHAUSTING ANY SECURITY OR COLLATERAL OR WITHOUT
FIRST HAVING RECOURSE TO ANY NOTE, THE LOAN AGREEMENT, THE MORTGAGES, OR ANY
OTHER LOAN DOCUMENTS OR ANY OF THE PROPERTY, THROUGH FORECLOSURE PROCEEDINGS OR
OTHERWISE; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL INHIBIT OR PREVENT
LENDER FROM SUING ON ANY NOTE, FORECLOSING, OR EXERCISING ANY POWER OF SALE
UNDER THE LOAN AGREEMENT, THE MORTGAGES, OR EXERCISING ANY OTHER RIGHTS AND
REMEDIES THEREUNDER OR UNDER THE LOAN AGREEMENT. THIS AGREEMENT IS NOT
COLLATERAL OR SECURITY FOR THE DEBT OF INDEMNITOR PURSUANT TO THE LOAN, UNLESS
LENDER EXPRESSLY ELECTS IN WRITING TO MAKE THIS AGREEMENT ADDITIONAL COLLATERAL
OR SECURITY FOR THE DEBT OF INDEMNITOR PURSUANT TO THE LOAN, WHICH LENDER IS
ENTITLED TO DO IN ITS SOLE AND ABSOLUTE DISCRETION. IT IS NOT NECESSARY FOR AN
EVENT OF DEFAULT TO HAVE OCCURRED FOR LENDER TO EXERCISE ITS RIGHTS PURSUANT TO
THIS AGREEMENT. NOTWITHSTANDING ANY PROVISION OF THE NOTES, THE LOAN AGREEMENT,
THE MORTGAGES, OR ANY OF THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS PURSUANT TO
THIS AGREEMENT ARE EXCEPTIONS TO ANY NON-RECOURSE OR EXCULPATION PROVISION
CONTAINED THEREIN. INDEMNITOR IS FULLY AND PERSONALLY LIABLE FOR SUCH
OBLIGATIONS, AND ITS LIABILITY IS NOT LIMITED TO THE ORIGINAL OR AMORTIZED
PRINCIPAL BALANCE OF THE LOAN OR THE VALUE OF THE PROPERTY.
5.
SURVIVAL. THE OBLIGATIONS AND LIABILITIES OF INDEMNITOR UNDER
THIS INDEMNITY SHALL FULLY SURVIVE INDEFINITELY NOTWITHSTANDING ANY TERMINATION,
SATISFACTION, ASSIGNMENT, ENTRY OF A JUDGMENT OF FORECLOSURE, EXERCISE OF ANY
POWER OF SALE, OR DELIVERY OF A DEED IN LIEU OF FORECLOSURE OF THE MORTGAGES.
6.
INTENTIONALLY DELETED.
7.
INTEREST. ANY AMOUNTS PAYABLE TO ANY LENDER UNDER THIS AGREEMENT
SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON DEMAND AND, IF NOT PAID WITHIN
THIRTY (30) DAYS OF SUCH DEMAND THEREFOR, SHALL BEAR INTEREST AT A PER ANNUM
RATE EQUAL TO THE LESSER OF (A) 5% PLUS THE INTEREST RATE OR (B) THE MAXIMUM
INTEREST RATE WHICH INDEMNITOR MAY BY LAW PAY OR LENDER MAY CHARGE AND COLLECT,
FROM THE DATE PAYMENT WAS DUE.
4
8.
WAIVERS.
(A)
INDEMNITOR HEREBY WAIVES (I) ANY RIGHT OR CLAIM OF RIGHT TO CAUSE
A MARSHALLING OF ANY INDEMNITOR'S ASSETS OR TO CAUSE LENDER TO PROCEED AGAINST
ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST
INDEMNITOR; (II) AND RELINQUISHES ALL RIGHTS AND REMEDIES ACCORDED BY APPLICABLE
LAW TO INDEMNITOR, EXCEPT ANY RIGHTS OF SUBROGATION WHICH INDEMNITOR MAY HAVE,
PROVIDED THAT THE INDEMNITY PROVIDED FOR HEREUNDER SHALL NEITHER BE CONTINGENT
UPON THE EXISTENCE OF ANY SUCH RIGHTS OF SUBROGATION NOR SUBJECT TO ANY CLAIMS
OR DEFENSES WHATSOEVER WHICH MAY BE ASSERTED IN CONNECTION WITH THE ENFORCEMENT
OR ATTEMPTED ENFORCEMENT OF SUCH SUBROGATION RIGHTS INCLUDING, WITHOUT
LIMITATION, ANY CLAIM THAT SUCH SUBROGATION RIGHTS WERE ABROGATED