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.
THE INDEMNIFIED PARTIES MAY 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 MORTGAGE OR ANY OTHER LOAN DOCUMENTS OR ANY OF THE PROPERTY, THROUGH
FORECLOSURE PROCEEDINGS OR OTHERWISE, PROVIDED, HOWEVER, THAT NOTHING HEREIN
SHALL INHIBIT OR PREVENT INDEMNITEE FROM SUING ON THE NOTE, FORECLOSING OR
EXERCISING ANY POWER OF SALE UNDER THE MORTGAGE OR EXERCISING ANY OTHER RIGHTS
AND REMEDIES THEREUNDER.
THIS AGREEMENT IS NOT COLLATERAL OR SECURITY FOR THE
OBLIGATIONS OF BORROWER PURSUANT TO THE LOAN AGREEMENT, UNLESS INDEMNITEE
EXPRESSLY ELECTS IN WRITING TO MAKE THIS AGREEMENT ADDITIONAL COLLATERAL OR
SECURITY FOR SUCH OBLIGATIONS OF BORROWER PURSUANT TO THE LOAN AGREEMENT, WHICH
INDEMNITEE IS ENTITLED TO DO IN ITS SOLE AND ABSOLUTE DISCRETION.
IT IS NOT
NECESSARY FOR AN EVENT OF DEFAULT TO HAVE OCCURRED PURSUANT TO AND AS DEFINED IN
THE MORTGAGE OR THE LOAN AGREEMENT FOR INDEMNIFIED PARTIES TO EXERCISE THEIR
RIGHTS PURSUANT TO THIS AGREEMENT.
NOTWITHSTANDING ANY PROVISION OF THE LOAN
AGREEMENT TO THE CONTRARY, THE OBLIGATIONS OF INDEMNITOR PURSUANT TO THIS
AGREEMENT ARE EXCEPTIONS TO ANY NON-RECOURSE OR EXCULPATION PROVISION OF THE
LOAN AGREEMENT; AND INDEMNITOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS
FULLY AND PERSONALLY LIABLE FOR SUCH OBLIGATIONS, AND SUCH LIABILITY IS NOT
LIMITED TO THE ORIGINAL OR AMORTIZED PRINCIPAL BALANCE OF THE LOAN OR THE VALUE
OF THE PROPERTY.
10
10.
SURVIVAL.
THE OBLIGATIONS AND LIABILITIES OF INDEMNITOR UNDER
THIS AGREEMENT SHALL, UNLESS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT,
FULLY SURVIVE 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 MORTGAGE.
NOTWITHSTANDING THE FOREGOING, INDEMNITOR'S
OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT SHALL BE DEEMED SATISFIED IN
FULL AND FULLY DISCHARGED ON THE EARLIER OF TWO (2) YEARS FOLLOWING THE DATE
(A) ON WHICH INDEMNITOR DELIVERS TO INDEMNITEE A PHASE I ENVIRONMENTAL REPORT
WITH RESPECT TO THE PROPERTY, THE FORM OF WHICH, AND THE CONSULTANT PREPARING
SUCH REPORT WHO, HAVE EACH BEEN REASONABLY APPROVED BY INDEMNITEE, AND (B) WHICH
IS THE EARLIEST TO OCCUR OF (1) THE DATE OF THE REPAYMENT IN FULL OF THE DEBT
AND (2) THE DATE ON WHICH INDEMNITEE (OR ITS NOMINEE OR DESIGNEE) OR A PURCHASER
AT A FORECLOSURE SALE 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, HOWEVER, THAT INDEMNITOR SHALL REMAIN LIABLE
TO THE EXTENT OTHERWISE PROVIDED HEREUNDER IN RESPECT OF ANY HAZARDOUS
SUBSTANCES LOCATED IN OR ON THE PROPERTY OR VIOLATIONS OF ENVIRONMENTAL LAW OR
REQUIRED REMEDIATION AT THE PROPERTY, AS REFLECTED IN SUCH PHASE I ENVIRONMENTAL
REPORT; AND PROVIDED, FURTHER, HOWEVER, THAT THE INDEMNIFICATION OBLIGATIONS OF
INDEMNITOR UNDER THIS AGREEMENT SHALL