IS SUBJECT, OR RESULT IN THE VIOLATION OF ANY LAW, RULE, REGULATION, ORDER,
JUDGMENT OR DECREE TO WHICH INDEMNITOR OR THE PREMISES IS SUBJECT;
(D)
THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING
OR TO INDEMNITOR'S KNOWLEDGE, THREATENED AGAINST IT THAT, EITHER IN ANY ONE
INSTANCE OR IN THE AGGREGATE, WOULD DRAW INTO QUESTION THE VALIDITY OF THIS
AGREEMENT OR OF ANY ACTION TAKEN OR TO BE TAKEN IN CONNECTION WITH THE
OBLIGATIONS OF INDEMNITOR DESCRIBED HEREIN, OR THAT WOULD BE LIKELY TO IMPAIR
MATERIALLY THE ABILITY OF INDEMNITOR TO PERFORM UNDER THE TERMS OF THIS
AGREEMENT OR HAVE A MATERIAL ADVERSE EFFECT;
(E)
NO APPROVAL, AUTHORIZATION, ORDER, LICENSE OR CONSENT OF, OR
REGISTRATION OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON, AND NO
APPROVAL, AUTHORIZATION OR CONSENT OF ANY OTHER PARTY IS REQUIRED IN CONNECTION
WITH THE EXECUTION AND DELIVERY OF AND PERFORMANCE OF THIS AGREEMENT (EXCEPT FOR
GOVERNMENTAL AUTHORITIES IN CONNECTION WITH THE PERFORMANCE HEREOF); AND
(F)
THIS AGREEMENT CONSTITUTES A VALID, LEGAL AND BINDING
OBLIGATION OF INDEMNITOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE TERMS
HEREOF, SUBJECT TO BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS OF GENERAL
APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS AND TO GENERAL EQUITY
PRINCIPLES.
ARTICLE 4
GENERAL
4.1
UNIMPAIRED LIABILITY.
THE LIABILITY OF INDEMNITOR UNDER THIS
AGREEMENT SHALL IN NO WAY BE LIMITED OR IMPAIRED BY, AND INDEMNITOR HEREBY
CONSENTS TO AND AGREES TO BE BOUND BY, ANY AMENDMENT OR MODIFICATION OF THE
PROVISIONS OF THE LOAN AGREEMENT, THE NOTE, THE MORTGAGE OR ANY OTHER DOCUMENT
THAT EVIDENCES, SECURES OR GUARANTEES ALL OR ANY PORTION OF THE LOAN, OR IS
EXECUTED AND DELIVERED IN CONNECTION WITH THE LOAN (THE "OTHER SECURITY
DOCUMENTS") TO OR WITH INDEMNITEE BY INDEMNITOR OR ANY PERSON WHO SUCCEEDS
INDEMNITOR OR ANY PERSON AS OWNER OF THE PREMISES (SUBJECT TO ANY RESTRICTIONS
ON TRANSFER UNDER THE LOAN AGREEMENT).
IN ADDITION, THE LIABILITY OF INDEMNITOR
UNDER THIS AGREEMENT SHALL IN NO WAY BE LIMITED OR IMPAIRED BY (A) ANY
EXTENSIONS OF TIME FOR PERFORMANCE REQUIRED BY THE LOAN AGREEMENT, THE NOTE, THE
MORTGAGE OR ANY OF THE OTHER SECURITY DOCUMENTS, (B) ANY SALE OR TRANSFER OF ALL
OR PART OF THE PREMISES, (C) EXCEPT AS PROVIDED HEREIN, ANY EXCULPATORY
PROVISION IN THE LOAN AGREEMENT, THE NOTE, THE MORTGAGE, OR ANY OF THE OTHER
SECURITY DOCUMENTS LIMITING INDEMNITEE'S RECOURSE TO THE PREMISES OR TO ANY
OTHER SECURITY FOR THE NOTE, OR LIMITING INDEMNITEE'S RIGHTS TO A DEFICIENCY
JUDGMENT AGAINST INDEMNITOR, (D) THE ACCURACY OR INACCURACY OF THE
REPRESENTATIONS AND WARRANTIES MADE BY INDEMNITOR UNDER THE LOAN AGREEMENT, THE
NOTE, THE MORTGAGE OR ANY OF THE OTHER SECURITY DOCUMENTS, OR HEREIN, (E) THE
RELEASE OF INDEMNITOR OR
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any other person from performance or observance of any of the agreements,
covenants, terms or condition contained in any of the Other Security Documents
by operation of law, Indemnitee's voluntary act, or otherwise, (f) the release
or substitution in whole or in part of any security for the Note, or
(g) Indemnitee's