THE LOAN
DOCUMENTS, EXCEPT AS MODIFIED HEREIN.
B.
BORROWER HEREBY RENEWS, REAFFIRMS,
RATIFIES AND CONFIRMS THE NOTE, THE MORTGAGE AND THE OTHER LOAN DOCUMENTS AND
ACKNOWLEDGES AND AGREES THAT THE LOAN DOCUMENTS REMAIN IN FULL FORCE AND EFFECT
WITHOUT IMPAIRMENT AND WITHOUT MODIFICATION, EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT, AND THAT NO RIGHTS OR REMEDIES OF LENDER UNDER THE LOAN
DOCUMENTS HAVE BEEN WAIVED.
C.
BORROWER HEREBY ACKNOWLEDGES, AGREES
AND WARRANTS THAT ALL RIGHTS, PRIORITIES, TITLES, LIENS AND EQUITIES SECURING
THE PAYMENT OF THE NOTE ARE EXPRESSLY RECOGNIZED AS VALID AND ARE IN ALL THINGS
RENEWED, CONTINUED AND PRESERVED IN FORCE TO SECURE PAYMENT OF THE NOTE, EXCEPT
AS AMENDED HEREIN.
6.
OBLIGATIONS OF SUBSTITUTE INDEMNITOR.
A.
FROM AND AFTER THE DATE OF THIS
AGREEMENT, SUBSTITUTE INDEMNITOR SHALL BE OBLIGATED AND RESPONSIBLE FOR THE
PERFORMANCE OF EACH AND ALL OF THE OBLIGATIONS AND AGREEMENTS OF ORIGINAL
INDEMNITOR UNDER THE INDEMNITY AGREEMENT, AND SUBSTITUTE INDEMNITOR SHALL BE
LIABLE AND RESPONSIBLE FOR EACH AND ALL OF THE LIABILITIES OF ORIGINAL
INDEMNITOR THEREUNDER, AS FULLY AND COMPLETELY AS IF SUBSTITUTE INDEMNITOR HAD
ORIGINALLY EXECUTED AND DELIVERED THE INDEMNITY AGREEMENT AS THE "GUARANTOR"
THEREUNDER INCLUDING, WITHOUT LIMITATION, ALL OF THOSE OBLIGATIONS, AGREEMENTS
AND LIABILITIES WHICH WOULD HAVE, BUT FOR THE PROVISIONS OF THIS AGREEMENT, BEEN
THE OBLIGATIONS, AGREEMENTS AND LIABILITIES OF ORIGINAL INDEMNITOR. FROM AND
AFTER THE DATE HEREOF, SUBSTITUTE INDEMNITOR FURTHER AGREES TO ABIDE BY AND BE
BOUND BY ALL OF THE TERMS OF THE INDEMNITY AGREEMENT HAVING REFERENCE TO
ORIGINAL INDEMNITOR, ALL AS THOUGH EACH OF THE INDEMNITY AGREEMENT HAD BEEN
MADE, EXECUTED AND DELIVERED BY SUBSTITUTE INDEMNITOR AS ORIGINAL INDEMNITOR.
FROM AND AFTER THE DATE HEREOF, SUBSTITUTE INDEMNITOR HEREBY AGREES TO PAY,
PERFORM AND DISCHARGE EACH AND EVERY OBLIGATION OF PAYMENT AND PERFORMANCE OF
ORIGINAL INDEMNITOR UNDER, PURSUANT TO AND AS SET FORTH IN THE INDEMNITY
AGREEMENT AT THE TIME, IN THE MANNER AND OTHERWISE IN ALL RESPECTS AS THEREIN
PROVIDED TO THE EXTENT FIRST ARISING OR ACCRUING ON OR AFTER THE DATE OF THIS
AGREEMENT.
Substitute Indemnitor acknowledges and agrees that, following the Transfer, it
will be an affiliate of Borrower and will derive substantial economic benefit
from Lender's agreement to consent to the Transfer and that there is adequate
consideration for the Substitution. Substitute Indemnitor acknowledges that
Lender would not consent to the Transfer without the agreement of Substitute
Indemnitor to execute and deliver this Agreement as substitute indemnitor.
7.
CONSENT TO TRANSFER. SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, LENDER CONSENTS TO THE
TRANSFER, SUBJECT TO THE MORTGAGE AND THE LOAN DOCUMENTS. LENDER'S CONSENT TO
THE TRANSFER SHALL, HOWEVER, NOT CONSTITUTE ITS CONSENT TO ANY SUBSEQUENT
TRANSFERS OF THE PROPERTY OR ANY INTEREST THEREIN (AS DEFINED IN THE MORTGAGE).
8.
LENDER ESTOPPEL. LENDER HEREBY
REPRESENTS AND WARRANTS TO BORROWER, ORIGINAL INDEMNITOR AND SUBSTITUTE OBLIGORS
THAT, TO THE "ACTUAL KNOWLEDGE OF LENDER":
6
A.
AS OF THE DATE HEREOF, NO DEFAULT OR
EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS HAS OCCURRED AND IS