SHALL NOT HAVE ANY OBLIGATIONS HEREUNDER TO ANY INDEMNIFIED PARTY IN
THE EVENT THE MORTGAGOR HAS OBTAINED A FINAL NONAPPEALABLE JUDGMENT IN ITS
FAVOR.
TO THE EXTENT THAT THE UNDERTAKING TO INDEMNIFY SET FORTH IN THE
PRECEDING SENTENCE MAY BE UNENFORCEABLE BECAUSE IT IS VIOLATIVE OF ANY LAW OR
PUBLIC POLICY, MORTGAGOR SHALL SATISFY SUCH UNDERTAKING TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
ANY LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY,
COST OR EXPENSE COVERED BY THIS INDEMNITY SHALL BE PAID TO EACH INDEMNIFIED
PARTY ON DEMAND, AND, FAILING PROMPT PAYMENT, SHALL, TOGETHER WITH INTEREST
THEREON AT THE HIGHEST RATE THEN APPLICABLE TO LOANS HEREUNDER FROM THE DATE
INCURRED BY EACH INDEMNIFIED PARTY UNTIL PAID BY MORTGAGOR, BE ADDED TO THE
MORTGAGOR'S LIABILITIES AND BE SECURED BY THE MORTGAGED PROPERTY.
THE
PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE
OTHER MORTGAGOR'S LIABILITIES AND THE RELEASE OF THIS MORTGAGE.
ARTICLE TWO
DEFAULTS
2.1.
EVENT OF DEFAULT.
THE TERM "EVENT OF DEFAULT," WHEREVER USED IN
THIS MORTGAGE, SHALL MEAN ANY ONE OR MORE OF THE FOLLOWING EVENTS:
(A)
THE FAILURE BY MORTGAGOR:
(I) TO PAY OR DEPOSIT WHEN DUE ANY
DEPOSIT FOR TAXES AND ASSESSMENTS DUE HEREUNDER OR ANY OTHER SUMS TO BE PAID BY
MORTGAGOR HEREUNDER OR UNDER THE GUARANTY; OR (II) TO KEEP, PERFORM, OR OBSERVE
ANY COVENANT, CONDITION OR AGREEMENT CONTAINED IN SECTIONS 1.4.1, 1.6.1, 1.6.2,
1.9 OR 1.20 HEREOF; OR (III) TO KEEP, PERFORM OR OBSERVE ANY OTHER COVENANT,
CONDITION OR AGREEMENT ON THE PART OF MORTGAGOR IN THIS MORTGAGE.
(B)
THE OCCURRENCE OF AN "EVENT OF DEFAULT" UNDER AND AS DEFINED IN
THE GUARANTY, THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN INSTRUMENTS.
(C)
THE UNTRUTH OF ANY WARRANTY OR REPRESENTATION MADE HEREIN.
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(D)
AN UNINSURED LOSS, DAMAGE, DESTRUCTION OR TAKING BY EMINENT DOMAIN
OR OTHER CONDEMNATION PROCEEDINGS OF ANY PART OF THE MORTGAGED PROPERTY.
ARTICLE THREE
REMEDIES
3.1.
ACCELERATION OF MATURITY.
IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED, LENDER MAY DECLARE MORTGAGOR'S LIABILITIES TO BE IMMEDIATELY DUE AND
PAYABLE, AND UPON SUCH DECLARATION MORTGAGOR'S LIABILITIES SHALL IMMEDIATELY
BECOME AND BE DUE AND PAYABLE WITHOUT FURTHER DEMAND OR NOTICE.
THE FOREGOING
SHALL NOT BE IN LIMITATION OF ANY PROVISION CONTAINED IN ANY OTHER LOAN
INSTRUMENT, INCLUDING WITHOUT LIMITATION ANY SUCH PROVISION PURSUANT TO WHICH
MORTGAGOR'S LIABILITIES BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT ACTION OR
ELECTION BY LENDER.
3.2.
LENDER'S POWER OF ENFORCEMENT.
IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED, LENDER MAY, EITHER WITH OR WITHOUT ENTRY OR TAKING POSSESSION AS
PROVIDED IN THIS MORTGAGE OR OTHERWISE, AND WITHOUT REGARD TO WHETHER OR NOT
MORTGAGOR'S LIABILITIES SHALL HAVE BEEN ACCELERATED, AND WITHOUT PREJUDICE TO
THE RIGHT OF LENDER THEREAFTER TO BRING AN ACTION OF FORECLOSURE OR ANY OTHER
ACTION FOR ANY DEFAULT EXISTING AT THE TIME SUCH EARLIER ACTION WAS COMMENCED OR
ARISING THEREAFTER, PROCEED BY ANY APPROPRIATE ACTION OR PROCEEDING:
(A) TO
ENFORCE SATISFACTION OF THE GUARANTY AND/OR ANY OTHER OF MORTGAGOR'S LIABILITIES
OR THE PERFORMANCE OF ANY TERM