INTERESTS IN BORROWER, AND OF THE PROPERTY,
OR TO A SALE IN INVERSE ORDER OF ALIENATION IN THE EVENT OF FORECLOSURE OF THE
MORTGAGE, AND AGREES NOT TO ASSERT ANY RIGHT UNDER ANY LAWS PERTAINING TO THE
MARSHALLING OF ASSETS, THE SALE IN INVERSE ORDER OF ALIENATION, HOMESTEAD
EXEMPTION, THE ADMINISTRATION OF ESTATES OF DECEDENTS, OR ANY OTHER MATTERS
WHATSOEVER TO DEFEAT, REDUCE OR AFFECT THE RIGHT OF LENDER UNDER THE LOAN
DOCUMENTS TO A SALE OF THE PROPERTY FOR THE COLLECTION OF THE DEBT WITHOUT ANY
PRIOR OR DIFFERENT RESORT FOR COLLECTION OR OF THE RIGHT OF LENDER TO THE
PAYMENT OF THE DEBT OUT OF THE NET PROCEEDS OF THE PROPERTY IN PREFERENCE TO
EVERY OTHER CLAIMANT WHATSOEVER.
SECTION 10.19
WAIVER OF COUNTERCLAIM.
BORROWER HEREBY
WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM,
IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY LENDER OR ITS AGENTS.
90
SECTION 10.20
CONFLICT; CONSTRUCTION OF DOCUMENTS;
RELIANCE.
IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT
AND ANY OF THE OTHER LOAN DOCUMENTS, THE PROVISIONS OF THIS AGREEMENT SHALL
CONTROL.
THE PARTIES HERETO ACKNOWLEDGE THAT THEY WERE REPRESENTED BY COMPETENT
COUNSEL IN CONNECTION WITH THE NEGOTIATION, DRAFTING AND EXECUTION OF THE LOAN
DOCUMENTS AND THAT SUCH LOAN DOCUMENTS SHALL NOT BE SUBJECT TO THE PRINCIPLE OF
CONSTRUING THEIR MEANING AGAINST THE PARTY WHICH DRAFTED SAME.
BORROWER
ACKNOWLEDGES THAT, WITH RESPECT TO THE LOAN, BORROWER SHALL RELY SOLELY ON ITS
OWN JUDGMENT AND ADVISORS IN ENTERING INTO THE LOAN WITHOUT RELYING IN ANY
MANNER ON ANY STATEMENTS, REPRESENTATIONS OR RECOMMENDATIONS OF LENDER OR ANY
PARENT, SUBSIDIARY OR AFFILIATE OF LENDER.
LENDER SHALL NOT BE SUBJECT TO ANY
LIMITATION WHATSOEVER IN THE EXERCISE OF ANY RIGHTS OR REMEDIES AVAILABLE TO IT
UNDER ANY OF THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS OR INSTRUMENTS WHICH
GOVERN THE LOAN BY VIRTUE OF THE OWNERSHIP BY IT OR ANY PARENT, SUBSIDIARY OR
AFFILIATE OF LENDER OF ANY EQUITY INTEREST ANY OF THEM MAY ACQUIRE IN BORROWER,
AND BORROWER HEREBY IRREVOCABLY WAIVES THE RIGHT TO RAISE ANY DEFENSE OR TAKE
ANY ACTION ON THE BASIS OF THE FOREGOING WITH RESPECT TO LENDER'S EXERCISE OF
ANY SUCH RIGHTS OR REMEDIES.
BORROWER ACKNOWLEDGES THAT LENDER ENGAGES IN THE
BUSINESS OF REAL ESTATE FINANCINGS AND OTHER REAL ESTATE TRANSACTIONS AND
INVESTMENTS WHICH MAY BE VIEWED AS ADVERSE TO OR COMPETITIVE WITH THE BUSINESS
OF BORROWER OR ITS AFFILIATES.
SECTION 10.21
BROKERS AND FINANCIAL ADVISORS.
BORROWER
HEREBY REPRESENTS THAT IT HAS DEALT WITH NO FINANCIAL ADVISORS, BROKERS,
UNDERWRITERS, PLACEMENT AGENTS, AGENTS OR FINDERS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OTHER THAN NORTHMARQ CAPITAL.
BORROWER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD LENDER HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES OF ANY KIND
(INCLUDING LENDER'S REASONABLE ATTORNEYS' FEES AND EXPENSES) IN ANY WAY RELATING
TO OR ARISING FROM A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON BEHALF OF
BORROWER IN CONNECTION WITH THE TRANSACTIONS