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 11.21
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. BORROWER SHALL INDEMNIFY, DEFEND
AND HOLD LENDER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, COSTS
AND EXPENSES OF ANY KIND (INCLUDING LENDER'S 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 OR LENDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN. THE PROVISIONS OF THIS SECTION 11.21 SHALL SURVIVE THE EXPIRATION AND
TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE DEBT.
SECTION 11.22
EXCULPATION. SUBJECT TO THE QUALIFICATIONS
BELOW, LENDER SHALL NOT ENFORCE THE LIABILITY AND OBLIGATION OF BORROWER TO
PERFORM AND OBSERVE THE OBLIGATIONS CONTAINED IN THE NOTE, THIS AGREEMENT, THE
MORTGAGE OR THE OTHER LOAN DOCUMENTS BY ANY ACTION OR PROCEEDING WHEREIN A MONEY
JUDGMENT SHALL BE SOUGHT AGAINST BORROWER, EXCEPT THAT LENDER MAY BRING A
FORECLOSURE ACTION, AN ACTION FOR SPECIFIC PERFORMANCE OR ANY OTHER APPROPRIATE
ACTION OR PROCEEDING TO ENABLE LENDER TO ENFORCE AND REALIZE UPON ITS INTEREST
UNDER THE NOTE, THIS AGREEMENT, THE MORTGAGE AND THE OTHER LOAN DOCUMENTS, OR IN
THE PROPERTY, THE RENTS, OR ANY OTHER COLLATERAL GIVEN TO LENDER PURSUANT TO THE
LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
ANY JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE ENFORCEABLE AGAINST
BORROWER ONLY TO THE EXTENT OF BORROWER'S INTEREST IN THE PROPERTY, IN THE RENTS
AND IN ANY OTHER COLLATERAL GIVEN TO LENDER, AND LENDER, BY ACCEPTING THE NOTE,
THIS AGREEMENT, THE MORTGAGE AND THE OTHER LOAN DOCUMENTS, SHALL NOT SUE FOR,
SEEK OR DEMAND ANY DEFICIENCY JUDGMENT AGAINST BORROWER IN ANY SUCH ACTION OR
PROCEEDING UNDER OR BY REASON OF OR UNDER OR IN CONNECTION WITH THE NOTE, THIS
AGREEMENT, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS. THE PROVISIONS OF THIS
SECTION SHALL NOT, HOWEVER, (A) CONSTITUTE A WAIVER, RELEASE OR IMPAIRMENT OF
ANY OBLIGATION EVIDENCED OR SECURED BY ANY OF THE LOAN DOCUMENTS; (B) IMPAIR THE
RIGHT OF LENDER TO NAME BORROWER AS A PARTY DEFENDANT IN ANY ACTION OR SUIT FOR
FORECLOSURE AND SALE UNDER THE MORTGAGE; (C) AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY GUARANTY MADE IN