THE
CASE MAY BE) AS BEING ITS ACKNOWLEDGMENT, AGREEMENT, WAIVER, GRANT AND
APPOINTMENT AS FULLY AS IF SUCH ACKNOWLEDGMENT, AGREEMENT, WAIVER, GRANT OR
APPOINTMENT (AS THE CASE MAY BE) WERE FULLY SET FORTH HEREIN.
(f) JOINDER PARTY HEREBY WAIVES ANY AND ALL RIGHTS OR CLAIMS JOINDER PARTY NOW
HAS OR MAY HEREAFTER HAVE AGAINST BORROWER OR ANY BORROWER PARTY OR ANY OTHER
PARTY TO THE AGREEMENT, WHETHER BY WAY OF SUBROGATION, CONTRIBUTION,
REIMBURSEMENT OR OTHERWISE, ARISING BECAUSE OF JOINDER PARTY'S PAYMENT OR
PERFORMANCE OF ANY OF THE OBLIGATIONS. JOINDER PARTY WAIVES ALL SURETYSHIP
DEFENSES OF EVERY KIND AND NATURE.
(g) JOINDER PARTY ACKNOWLEDGES AND AGREES THAT ANY INDEBTEDNESS (AS SUCH TERM IS
DEFINED IN THE LOAN AGREEMENT) OF BORROWER TO JOINDER PARTY OR TO ANY AFFILIATE
OF JOINDER PARTY ("AFFILIATE INDEBTEDNESS"), WHETHER EXISTING PRIOR TO, ON OR
AFTER SUCH MATURITY DATE, IS AND SHALL AT ALL TIMES BE SUBJECT AND SUBORDINATE
TO ALL OF THE OBLIGATIONS OF BORROWER TO LEHMAN. JOINDER PARTY, ON BEHALF OF
ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY WAIVES ANY RIGHT, CLAIM OR CAUSE
OF ACTION TO COLLECT OR OBTAIN ANY REIMBURSEMENT, RETURN OR REPAYMENT OF SUCH
INDEBTEDNESS. UNLESS AND UNTIL THE NET PROFITS HAVE BEEN PAID IN FULL TO LEHMAN
AND ALL OTHER OBLIGATIONS HAVE BEEN FULLY SATISFIED, ANY AMOUNTS RECEIVED BY
BORROWER OR ANY BORROWER PARTY WITH RESPECT TO ANY SUCH AFFILIATE INDEBTEDNESS
BEFORE ALL OBLIGATIONS HAVE BEEN PAID IN FULL SHALL BE HELD IN TRUST BY BORROWER
AND EACH BORROWER PARTY AND APPLIED IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the undersigned have duly executed this Joinder and Consent
the day and year first above written.
LIGHTSTONE HOLDINGS, LLC
By:
/s/ David Lichtenstein
David Lichtenstein
Title: President
EXHIBIT A
Budget and Business Plan
EXHIBIT B
Organizational Documents of Borrower