THE CROSSED PROPERTIES SHALL
SECURE THE LOAN AS WELL AS THE CROSSED LOAN(S) SECURED BY SUCH CROSSED
PROPERTIES; AND (III) THAT LENDER WOULD NOT MAKE THE LOANS TO BORROWER OR THE
LOANS CONSTITUTING THE CROSSED LOANS UNLESS BORROWER AND THE CROSSED BORROWERS
GRANTED LIENS ON THE MORTGAGED PROPERTY AND, IN ADDITION, THE CROSSED PROPERTIES
OF THE CROSSED BORROWERS TO SECURE THE PAYMENT OF THE LOAN AND THE CROSSED
LOANS.
(B)
UNTIL THE DATE THAT IS ONE YEAR AND ONE DAY
AFTER THE DATE THAT ALL OF THE LOAN AND THE CROSSED LOANS SHALL HAVE BEEN PAID
AND SATISFIED IN FULL, BORROWER (I) SHALL HAVE NO RIGHT OF SUBROGATION WITH
RESPECT TO THE CROSSED LOANS AND (II) WAIVES ANY RIGHT TO ENFORCE ANY REMEDY
WHICH LENDER NOW HAS OR MAY HEREAFTER HAVE AGAINST THE CROSSED BORROWERS, ANY
ENDORSER OR ANY GUARANTOR OF ALL OR ANY PART OF THE CROSSED LOANS OR ANY OTHER
INDIVIDUAL OR ENTITY, AND BORROWER WAIVES ANY BENEFIT OF, AND ANY RIGHT TO
PARTICIPATE IN, ANY SECURITY OR COLLATERAL GIVEN TO LENDER TO SECURE THE PAYMENT
OR PERFORMANCE OF ALL OR ANY PART OF THE CROSSED LOANS OR ANY OTHER LIABILITY OF
ANY OF THE CROSSED BORROWERS TO LENDER.
SHOULD BORROWER HAVE THE RIGHT,
NOTWITHSTANDING THE FOREGOING, TO EXERCISE ITS SUBROGATION RIGHTS, BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY (1) SUBORDINATES ANY AND ALL RIGHTS AT LAW OR
IN EQUITY TO SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION,
INDEMNIFICATION OR SET OFF THAT BORROWER MAY HAVE TO THE PAYMENT IN FULL IN CASH
OF THE LOAN AND THE CROSSED LOANS AND (2) WAIVES ANY AND ALL DEFENSES AVAILABLE
TO A SURETY, GUARANTOR OR ACCOMMODATION CO-OBLIGOR UNTIL THE LOAN AND THE
CROSSED LOANS ARE PAID IN FULL IN CASH.
BORROWER ACKNOWLEDGES AND AGREES THAT
THIS
39
SUBORDINATION IS INTENDED TO BENEFIT LENDER AND SHALL NOT LIMIT OR OTHERWISE
AFFECT BORROWER'S LIABILITY HEREUNDER OR THE ENFORCEABILITY OF THIS LOAN
AGREEMENT OR THE CROSSED LOAN DOCUMENTS.
(C)
BORROWER AGREES THAT ANY AND ALL CLAIMS OF
BORROWER AGAINST ANY OF THE CROSSED BORROWERS OR ANY ENDORSER OR ANY GUARANTOR
OF ALL OR ANY PART OF THE CROSSED LOANS (COLLECTIVELY, THE "CROSSED OBLIGORS")
WITH RESPECT TO ANY OBLIGATIONS, LIABILITIES OR INDEBTEDNESS NOW OR HEREAFTER
OWING BY THE CROSSED OBLIGORS, OR ANY OF THEM, TO BORROWER, OR OTHERWISE
EXISTING OR CLAIMED TO BE OWED OR TO EXIST ON THE PART OF ANY OF THE CROSSED
OBLIGORS, OR AGAINST ANY OF THEIR RESPECTIVE PROPERTIES (COLLECTIVELY, THE
"CROSSED PARTY OBLIGATIONS") SHALL BE SUBORDINATE AND SUBJECT IN RIGHT OF
PAYMENT TO THE PRIOR PAYMENT, IN FULL AND IN CASH, OF ALL THE LOAN AND THE
CROSSED LOANS.
NOTWITHSTANDING ANY RIGHT OF BORROWER TO ASK, DEMAND, SUE FOR,
TAKE OR RECEIVE ANY PAYMENT FROM ANY OF THE CROSSED OBLIGORS, ALL RIGHTS, LIENS
AND SECURITY INTERESTS OF BORROWER, WHETHER NOW OR HEREAFTER ARISING AND
HOWSOEVER EXISTING, IN ANY ASSETS OF ANY OF THE CROSSED OBLIGORS SHALL BE AND
ARE SUBORDINATED TO THE RIGHTS OF LENDER IN THOSE ASSETS AND OTHERWISE, UNDER
THE LOAN