WHOLE OR IN PART OF ANY SECURITY FOR THE NOTE, OR
(VII) ADMINISTRATIVE AGENT'S FAILURE TO RECORD THE SECURITY INSTRUMENT OR FILE
ANY UCC FINANCING STATEMENTS (OR ADMINISTRATIVE AGENT'S IMPROPER RECORDING OR
FILING OF ANY THEREOF) OR TO OTHERWISE PERFECT, PROTECT, SECURE OR INSURE ANY
SECURITY INTEREST OR LIEN GIVEN AS SECURITY FOR THE NOTE; AND, IN ANY SUCH CASE,
WHETHER WITH OR WITHOUT NOTICE TO INDEMNITOR AND WITH OR WITHOUT CONSIDERATION.
9.
ENFORCEMENT.
ADMINISTRATIVE AGENT ON BEHALF OF INDEMNIFIED
PARTIES MAY, AND AT THE DIRECTION OF REQUISITE LENDERS (WHICH MUST INCLUDE THE
CONSENT OF ANY LENDER THEN ACTING AS ADMINISTRATIVE AGENT) SHALL, ENFORCE THE
OBLIGATIONS OF INDEMNITOR WITHOUT FIRST RESORTING TO OR EXHAUSTING ANY SECURITY
OR COLLATERAL OR WITHOUT FIRST HAVING RECOURSE TO THE NOTE, THE LOAN AGREEMENT,
THE SECURITY INSTRUMENT, OR ANY OTHER LOAN DOCUMENTS OR ANY OF THE PROPERTY,
THROUGH FORECLOSURE PROCEEDINGS OR OTHERWISE, PROVIDED, HOWEVER, THAT NOTHING
HEREIN SHALL INHIBIT OR PREVENT ADMINISTRATIVE AGENT FROM SUING ON THE NOTE,
FORECLOSING, OR EXERCISING ANY POWER OF SALE UNDER, THE SECURITY INSTRUMENT, OR
EXERCISING ANY OTHER RIGHTS AND REMEDIES THEREUNDER.
THIS AGREEMENT IS NOT
COLLATERAL OR SECURITY FOR THE DEBT OF INDEMNITOR PURSUANT TO THE LOAN, UNLESS
ADMINISTRATIVE AGENT EXPRESSLY ELECTS IN WRITING TO MAKE THIS AGREEMENT
ADDITIONAL COLLATERAL OR SECURITY FOR THE DEBT OF INDEMNITOR PURSUANT TO THE
LOAN, WHICH ADMINISTRATIVE AGENT (ON BEHALF OF LENDERS) IS ENTITLED TO DO IN ITS
SOLE AND ABSOLUTE DISCRETION AND SHALL DO AT THE DIRECTION OF REQUISITE LENDERS
(WHICH MUST INCLUDE THE CONSENT OF ANY LENDER THEN ACTING AS ADMINISTRATIVE
AGENT).
NOTWITHSTANDING ANY PROVISION OF THE LOAN AGREEMENT,
8
(a) the obligations pursuant to this Agreement are exceptions to any
non-recourse or exculpation provision of the Loan Agreement; (b) Indemnitor is
fully and personally liable for such obligations; and (c) such liability is not
limited to the original or amortized principal balance of the Loan or the value
of the Property.
10.
SURVIVAL.
THE OBLIGATIONS AND LIABILITIES OF INDEMNITOR UNDER
THIS AGREEMENT 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 SECURITY
INSTRUMENT.
NOTWITHSTANDING THE FOREGOING, THE INDEMNIFICATION OBLIGATIONS OF
INDEMNITOR HEREUNDER SHALL TERMINATE TWO (2) YEARS AFTER THE LATER OF (A) THE
FULL AND INDEFEASIBLE PAYMENT OF THE DEBT, OR (B) THE DATE ON WHICH INDEMNITEE
(OR ITS NOMINEE OR DESIGNEE) OR A PURCHASER AT A FORECLOSURE SALE ACTUALLY TAKES
TITLE TO THE PROPERTY, WHETHER THROUGH A FORECLOSURE SALE, A DEED-IN-LIEU
THEREOF OR OTHERWISE PURSUANT TO AN EXERCISE OF REMEDIES UNDER THE LOAN
DOCUMENTS; PROVIDED THAT AT THE TIME OF SUCH EVENT SET FORTH IN CLAUSE (A) OR
(B) ABOVE, AS THE CASE MAY BE, INDEMNITOR FURNISHES, AT INDEMNITOR'S SOLE COST
AND EXPENSE, TO ADMINISTRATIVE AGENT AN UPDATED PHASE I ENVIRONMENTAL REPORT
WITH RESPECT TO THE PROPERTY IN FORM AND SUBSTANCE, AND FROM AN ENVIRONMENTAL
CONSULTANT REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT; PROVIDED, FURTHER
THAT INDEMNITOR