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 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 MORTGAGE DOES NOT
SPECIFICALLY AND EXPRESSLY PROVIDE FOR THE GIVING OF NOTICE BY LENDER TO
BORROWER.
27
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
SATISFACTION OR OTHER TERMINATION OF THIS MORTGAGE, ANY ASSIGNMENT OR OTHER
TRANSFER OF ALL OR ANY PORTION OF THIS