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<br /> assets, liabilities, properties or business prospects. Upon request by First American, each Indemnitor further
<br /> agrees to deliver to First American current financial statements and that by delivery of same, such Indemnitor
<br /> shall be deemed to make all the same representations and warranties as to the new financial statements as set
<br /> forth herein above except as otherwise disclosed in writing to First American concurrently with the delivery of the
<br /> financial statements. Each Indemnitor hereby specifically grants to First American and its agents,
<br /> representatives, and professionals, the right, at any time and from time to time, at the sole cost and expense of
<br /> Indemnitor, to (a) examine the books, accounts, records and property of Indemnitor pertaining to the financial
<br /> condition of Indemnitor, (b) furnish to First American for examination and copying all such books, accounts,
<br /> records and other pertinent information, and/or (c) provide such further assurances as may be reasonably
<br /> demanded by First American. In the event of more than one Indemnitor, each Indemnitor shall independently
<br /> comply with this paragraph.
<br /> 9. WAIVERS AND COVENANTS. In the event that Indemnitor is indemnifying First American with respect to a
<br /> Property which is not directly owned by Indemnitor, Indemnitor understands and agrees that First American has
<br /> no obligation to secure an indemnity from the owner(s) of the Property ("Owner"). Indemnitor agrees that the
<br /> validity of this Agreement and the obligations of Indemnitor hereunder shall in no way be terminated, affected,
<br /> limited or impaired by reason of (a) the assertion by First American of any rights or remedies which it may have
<br /> under any other indemnity agreement or against any person or entity obligated thereunder or against the Owner,
<br /> (b) First American's failure to exercise, or delay in exercising, any such right or remedy or any right or remedy
<br /> First American may have hereunder or in respect to this Agreement, (c) the commencement of a case under the
<br /> Bankruptcy Code by or against the Owner or any person or entity obligated under the law or any other indemnity
<br /> agreement, or (d) Indemnitor owning less than the entire interest in the Property. Indemnitor further covenants
<br /> that this Agreement shall remain and continue in full force and effect as to any Title Policies issued at any time by
<br /> First American with respect to the Property and that First American shall not be under a duty to protect, secure,
<br /> insure, or enforce any rights it may have under any indemnity agreement or any other right against any third
<br /> party, and that other indulgences or forbearance may be granted under any or all of such documents, all of which
<br /> may be made, done or suffered without notice to, or further consent of, Indemnitor. First American may, at its
<br /> option, proceed directly and at once, without notice, against any Indemnitor to collect and recover the full
<br /> amount of the liability hereunder or any portion thereof, without proceeding against the Owner or any other
<br /> person or entity. Indemnitor hereby waives and relinquishes (a) any right or claim of right to cause a marshalling
<br /> of any Indemnitor's assets; (b) all rights and remedies accorded by applicable law to indemnitors or guarantors,
<br /> except any rights of subrogation which Indemnitor may have, provided that the assurances and obligations
<br /> provided for hereunder shall not be contingent upon the existence of any such rights of subrogation; (c) notice of
<br /> acceptance hereof and of any action taken or omitted in reliance hereon; (d) presentment for payment, demand
<br /> of payment, protest or notice of nonpayment or failure to perform or observe, or other proof, or notice or
<br /> demand; (e) any defense based upon and election of remedies by First American, including without limitation an
<br /> election to proceed in a manner which has impaired, eliminated or otherwise destroyed Indemnitor's rights of
<br /> subrogation and reimbursement, if any, against the Owner or any third party; (f) any defense based upon any
<br /> statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other
<br /> respects more burdensome than that of the principal; (g) the defense of the statute of limitations in any action
<br /> hereunder or in any action for the collection or performance of any obligations covered by this Agreement; (h)
<br /> and any duty on the part of First American to disclose to Indemnitor any facts First American may now or
<br /> hereafter know about the Owner, since Indemnitor acknowledges that Indemnitor is fully responsible for being
<br /> and keeping informed of the financial condition of the Owner and of all circumstances bearing on the risk of
<br /> nonperformance of any obligations covered by this Agreement.
<br /> 10. NOTICE. Any notices, demands or communications under this Agreement between Indemnitor and First
<br /> American shall be in writing, shall include a reasonable identification of the Property together with First
<br /> American's order number, and may be given either by personal service, by overnight delivery, or by mailing via
<br /> United Stated mail, certified mail, postage prepaid, return receipt requested, addressed to each party as set forth
<br /> on the signature page of this Agreement. If the address for First American is not completed on the signature
<br /> page, notice to First American shall be given to First American's State office. All notices given in accordance with
<br /> the requirements in this Paragraph shall be deemed to be received as of the earlier of actual receipt by the
<br /> addressee thereof or the expiration of ninety-six (96) hours after depositing same in the United States Postal
<br /> System.
<br /> 11. MISCELLANEOUS.
<br /> 11.1. No Waiver. No delay or omission by First American in exercising any right or power under this
<br /> Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by First
<br /> American of a breach of any of the covenants, agreements, restrictions, obligations or conditions of this
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<br /> c2DOl First American Title Insurance Company
<br /> All Rights Reserved
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