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,
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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 X - 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 SECURITY
INSTRUMENT, THE LOAN AGREEMENT, THE NOTE, ANY OF THE OTHER LOAN DOCUMENTS, OR
THE OBLIGATIONS.
SECTION 10.2
MARSHALLING AND OTHER MATTERS.
TO THE 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 SECURITY INSTRUMENT 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 SECURITY INSTRUMENT 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 SECURITY INSTRUMENT OR ANY
OTHER LOAN DOCUMENT SPECIFICALLY AND EXPRESSLY PROVIDES FOR THE GIVING OF NOTICE
BY LENDER TO BORROWER AND EXCEPT WITH RESPECT TO MATTERS FOR WHICH LENDER IS
REQUIRED BY APPLICABLE LAW TO GIVE NOTICE, AND BORROWER HEREBY EXPRESSLY WAIVES
THE RIGHT TO RECEIVE ANY NOTICE FROM LENDER WITH RESPECT TO ANY MATTER FOR WHICH
THIS SECURITY INSTRUMENT DOES NOT SPECIFICALLY AND EXPRESSLY PROVIDE FOR THE
GIVING OF NOTICE BY LENDER TO BORROWER.
SECTION 10.4
WAIVER OF STATUTE OF LIMITATIONS.
TO THE EXTENT PERMITTED
BY APPLICABLE LAW, BORROWER HEREBY EXPRESSLY WAIVES AND RELEASES TO THE FULLEST
EXTENT PERMITTED BY LAW, THE PLEADING OF ANY STATUTE OF LIMITATIONS AS A DEFENSE
TO PAYMENT OF THE DEBT OR PERFORMANCE OF ITS OTHER OBLIGATIONS.
SECTION 10.5
SURVIVAL.
THE INDEMNIFICATIONS MADE PURSUANT TO SECTIONS
9.3 AND 9.4 HEREIN AND THE REPRESENTATIONS AND WARRANTIES, COVENANTS, AND OTHER
OBLIGATIONS ARISING UNDER ARTICLE 8, SHALL CONTINUE INDEFINITELY IN FULL FORCE
AND EFFECT AND SHALL SURVIVE AND SHALL IN NO WAY BE IMPAIRED BY ANY OF THE
FOLLOWING:
ANY SATISFACTION OR OTHER TERMINATION OF THIS SECURITY INSTRUMENT,
ANY ASSIGNMENT OR OTHER TRANSFER OF ALL OR ANY PORTION OF THIS SECURITY
INSTRUMENT OR LENDER'S INTEREST IN THE PROPERTY (BUT, IN SUCH CASE, SHALL
BENEFIT