of or from any failure on the
part of any of the Liable Parties to comply with the provisions of the
Environmental Indemnification Agreement.
9.
Any landlord default, or any action or omission of the landlord which,
29
but for the giving of notice and failure to complete curative action within an
applicable grace period, would constitute a landlord default, occurring prior to
the date State Farm acquires fee title to the Premises, under any lease of space
within the Premises, as any such lease may be hereafter amended, regardless of
whether any such Losses are incurred as a direct liability of State Farm or are
asserted as an offset of rents.
As used herein, the term "Losses" means any and all claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages (including, without limitation, offsets and
abatements of Rent), costs, fines, penalties, charges, fees, expenses
(including, without limitation, reasonable legal fees and expenses and other
costs of defense and internal administrative fees assessed by State Farm),
judgments, awards, amounts paid in settlement of whatever kind or nature.
7.14
WAIVER OF CONSTITUTIONAL RIGHTS.
MORTGAGOR UNDERSTANDS AND AGREES THAT IF AN "EVENT OF DEFAULT" SHALL OCCUR,
STATE FARM HAS THE RIGHT, AMONG OTHER THINGS, TO FORECLOSE THIS MORTGAGE BY
ADVERTISEMENT PURSUANT TO MINNESOTA STATUTES, CHAPTER 580, AS HEREAFTER AMENDED,
OR PURSUANT TO ANY SIMILAR OR REPLACEMENT STATUTE HEREAFTER ENACTED; THAT IF
STATE FARM ELECTS TO FORECLOSE BY ADVERTISEMENT, IT MAY CAUSE THE PREMISES, OR
ANY PART THEREOF, TO BE SOLD AT PUBLIC AUCTION; THAT NOTICE OF SUCH SALE MUST BE
PUBLISHED AND GIVEN PERSONALLY TO THE PERSONS IN POSSESSION OF THE PREMISES AS
PROVIDED BY STATUTE; THAT MORTGAGOR WILL HAVE SUCH PERIOD AS IS PROVIDED BY
MINNESOTA STATUTES, SECTION 580.23 OR 582.032, AS APPLICABLE, OR ANY AMENDMENT
THERETO, OR ANY SIMILAR OR REPLACEMENT STATUTE HEREAFTER ENACTED, TO REDEEM THE
PREMISES SO SOLD BY PAYING THE SALE PRICE, ANY TAXES, ASSESSMENTS AND INSURANCE
PREMIUMS PAID BY THE PURCHASER AT SUCH SALE, AND OTHER SUMS PERMITTED BY LAW,
TOGETHER WITH INTEREST THEREON FROM THE DATE OF SALE OR PAYMENT AT THE HIGHEST
RATE PERMITTED BY LAW.
MORTGAGOR FURTHER UNDERSTANDS THAT IN THE EVENT OF SUCH DEFAULT STATE FARM MAY
TAKE POSSESSION OF THE PREMISES WHICH IS SUBJECT TO THE SECURITY INTEREST
HEREINBEFORE GRANTED AND DISPOSE OF THE SAME BY SALE OR OTHERWISE IN ONE OR MORE
PARCELS, PROVIDED THAT AT LEAST TEN (10) DAYS' PRIOR NOTICE OF SUCH DISPOSITION
MUST BE GIVEN TO MORTGAGOR, ALL AS PROVIDED FOR BY THE CODE, AS HEREAFTER
AMENDED, OR BY ANY SIMILAR OR REPLACEMENT STATUTE HEREAFTER ENACTED.
30
MORTGAGOR FURTHER UNDERSTANDS THAT UNDER THE CONSTITUTION OF THE UNITED STATES
IT MAY HAVE THE RIGHT TO NOTICE AND HEARING BEFORE THE PROPERTY MAY BE SOLD AND
THAT THE PROCEDURE FOR FORECLOSURE BY ADVERTISEMENT DESCRIBED ABOVE DOES NOT
INSURE THAT NOTICE WILL BE GIVEN TO MORTGAGOR, AND NEITHER SAID PROCEDURE FOR
FORECLOSURE BY ADVERTISEMENT NOR THE CODE REQUIRES ANY HEARING OR OTHER JUDICIAL
PROCEEDING.