provisions of law or
otherwise. Notwithstanding the foregoing, and in addition thereto and without
limiting the generality thereof, each Borrower hereby absolutely and irrevocably
waives any and all (i) rights which such Borrower may have or may now or
hereafter acquire by way of subrogation, reimbursement or indemnity against a
Loan Principal by virtue of any payment made under the Documents or otherwise
(including any payment made by a Loan Principal) in connection with the
Obligations and/or the Mortgaged Property, and (ii) other claims or rights
against a Loan Principal relating to the Documents or the Obligations. EACH
BORROWER ACKNOWLEDGES THAT, PURSUANT TO THE FOREGOING PROVISIONS, SUCH BORROWER
HAS WAIVED, AMONG OTHER SPECIFIC RIGHTS GRANTED TO SUCH BORROWER AT LAW OR IN
EQUITY, SUCH BORROWER'S RIGHTS, IF ANY, TO SUBROGATION, REIMBURSEMENT AND/OR
INDEMNITY AGAINST A LOAN PRINCIPAL. SUCH WAIVER INCLUDES A WAIVER OF SUCH
BORROWER'S RIGHTS THROUGH SUBROGATION, AFTER PAYMENT OF BORROWER'S OBLIGATIONS
UNDER THE DOCUMENTS, TO BE SUBSTITUTED IN PLACE OF LENDER WITH RESPECT TO THE
OBLIGATIONS OF A LOAN PRINCIPAL SUCH THAT SUCH BORROWER COULD SUCCEED TO
LENDER'S RIGHTS, REMEDIES AND/OR SECURITY RELATING TO SUCH OBLIGATIONS AND
ASSERT A CLAIM AGAINST A LOAN PRINCIPAL. CERTAIN AUTHORITIES HAVE DETERMINED
THAT, IN THE ABSENCE OF AN EFFECTIVE WAIVER, PARTICULAR ACTIONS OF A LENDER THAT
IMPAIR OR DESTROY A GUARANTOR'S SUBROGATION RIGHTS COULD PROVIDE A GUARANTOR
WITH A
DEFENSE TO THE PAYMENT AND PERFORMANCE OF BORROWER'S OBLIGATIONS UNDER THE
DOCUMENTS. BY WAY OF EXAMPLE, BUT NOT LIMITATION, COURTS HAVE HELD THAT, ABSENT
AN EFFECTIVE WAIVER, A GUARANTOR MAY BE EXONERATED FROM ITS OBLIGATIONS UNDER A
GUARANTY IF A LENDER COMPROMISES OR EXTINGUISHES THE GUARANTOR'S SUBROGATION
RIGHTS BY ELECTING TO FORECLOSE NON-JUDICIALLY, BY POWER OF SALE, ON REAL
PROPERTY SECURITY THEREBY INVOKING ANY DEFICIENCY BAR UNDER APPLICABLE LAW. EACH
BORROWER ACKNOWLEDGES THAT SUCH DEFENSES ARE INAPPLICABLE IN LIGHT OF SUCH
BORROWER'S IRREVOCABLE WAIVER OF SUBROGATION, REIMBURSEMENT AND/OR INDEMNITY
RIGHTS AGAINST A LOAN PRINCIPAL SET FORTH IN THIS SECTION 27 AND THAT NO ACTION
BY LENDER IN ENFORCING ITS RIGHTS AND REMEDIES AGAINST BORROWER, OR ANY OTHER
PERSON, OR OTHERWISE, MAY COMPROMISE OR EXTINGUISH SUCH RIGHTS BECAUSE EACH SUCH
RIGHT HAS BEEN IRREVOCABLY WAIVED BY THE AFFECTED BORROWER HEREUNDER. EACH
BORROWER HEREBY ACKNOWLEDGES THAT IT HAS BEEN NOTIFIED OF THE NATURE OF ALL OF
ITS RIGHTS AND DEFENSES AS A GUARANTOR AND HAS KNOWINGLY AND WITH THE ADVICE OF
LEGAL COUNSEL WAIVED SUCH RIGHTS AND DEFENSES AS SET FORTH HEREIN. EACH OF THE
WAIVERS CONTAINED HEREIN WERE SEPARATELY BARGAINED FOR.
(c) Enforcement. Each Borrower acknowledges that, to the extent it is deemed a
guarantor or surety of the Obligations: (i) the obligations hereunder are
independent of and in addition to the undertakings of a Loan Principal pursuant
to the Documents, any evidence of indebtedness issued in connection therewith,
any deed of trust, mortgage or security agreement given to secure the same, any
other guaranties given in connection with the Loan, and any other obligations of
Borrower to Lender; (ii) a separate action