THEREON. AS A MATERIAL INDUCEMENT TO
LENDER'S MAKING THE LOAN, BORROWER HEREBY ABSOLUTELY AND UNCONDITIONALLY
RELEASES AND WAIVES ALL CLAIMS AGAINST LENDER ARISING OUT OF LENDER'S EXERCISE
OF ITS RIGHTS AND REMEDIES PROVIDED IN THIS SECTION OTHER THAN CLAIMS ARISING
OUT OF THE FRAUD, ILLEGAL ACTS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
LENDER. IN THE EVENT THAT LENDER MAKES ANY PAYMENT IN RESPECT OF THE MEZZANINE A
LOAN, LENDER SHALL BE SUBROGATED, TO THE EXTENT OF SUCH PAYMENT, TO ALL OF THE
RIGHTS OF MEZZANINE A LENDER UNDER THE MEZZANINE A LOAN DOCUMENTS AGAINST THE
MEZZANINE A COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS IT MAY HAVE UNDER THE
LOAN DOCUMENTS.
Section 9.13
Intentionally Omitted.
Section 9.14
Intercreditor Agreements.
(A)
LENDER, MORTGAGE LENDER, MEZZANINE A LENDER AND BANK LOAN AGENT
ARE PARTIES TO ONE OR MORE INTERCREDITOR AGREEMENTS DATED AS OF THE DATE HEREOF
(COLLECTIVELY, THE "INTERCREDITOR AGREEMENTS") MEMORIALIZING THEIR RELATIVE
RIGHTS AND OBLIGATIONS WITH RESPECT TO THE MORTGAGE LOAN, THE LOAN, THE
MEZZANINE A LOAN, THE BANK LOAN, MORTGAGE BORROWER, BORROWER, MEZZANINE A
BORROWER, BANK LOAN BORROWER AND THE PROPERTIES. BORROWER HEREBY ACKNOWLEDGES
AND AGREES THAT (I) SUCH INTERCREDITOR AGREEMENTS ARE INTENDED SOLELY FOR THE
BENEFIT OF LENDER, MEZZANINE A LENDER, MORTGAGE LENDER AND BANK LOAN AGENT AND
(II) BORROWER, MORTGAGE BORROWER, MEZZANINE A BORROWER AND BANK LOAN BORROWER
ARE NOT INTENDED THIRD-PARTY BENEFICIARIES OF ANY OF THE PROVISIONS THEREIN AND
SHALL NOT BE ENTITLED TO RELY ON ANY OF THE PROVISIONS CONTAINED THEREIN.
LENDER, MORTGAGE LENDER, MEZZANINE A LENDER AND BANK LOAN AGENT SHALL HAVE NO
OBLIGATION TO DISCLOSE TO BORROWER, MORTGAGE BORROWER, MEZZANINE A BORROWER OR
BANK LOAN BORROWER THE CONTENTS OF THE INTERCREDITOR AGREEMENTS. BORROWER'S
OBLIGATIONS HEREUNDER ARE INDEPENDENT OF SUCH INTERCREDITOR AGREEMENTS AND
REMAIN UNMODIFIED BY THE TERMS AND PROVISIONS THEREOF.
(B)
IN THE EVENT THE LENDER IS REQUIRED PURSUANT TO THE TERMS OF THE
INTERCREDITOR AGREEMENTS TO PAY OVER TO MORTGAGE LENDER OR MEZZANINE A LENDER
ANY PAYMENT OR DISTRIBUTION OF ASSETS, WHETHER IN CASH, PROPERTY OR SECURITIES
WHICH IS APPLIED TO THE DEBT, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDS OF THE
PROPERTIES PREVIOUSLY RECEIVED BY LENDER ON ACCOUNT OF THE LOAN, THEN BORROWER
SHALL INDEMNIFY LENDER FOR ANY AMOUNTS SO PAID, AND ANY AMOUNT SO PAID SHALL
CONTINUE TO BE OWING PURSUANT TO THE LOAN DOCUMENTS AS PART OF THE DEBT
NOTWITHSTANDING THE PRIOR RECEIPT OF SUCH PAYMENT BY LENDER.
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Section 9.15
Discussions with Mortgage Lender and Mezzanine A Lender.
(A)
IN CONNECTION WITH THE EXERCISE OF ITS RIGHTS SET FORTH IN THE
LOAN DOCUMENTS, LENDER SHALL HAVE THE RIGHT AT ANY TIME TO DISCUSS THE
PROPERTIES, THE MORTGAGE LOAN, THE LOAN, THE MEZZANINE A LOAN, OR ANY OTHER
MATTER DIRECTLY WITH MORTGAGE LENDER OR MORTGAGE LENDER'S CONSULTANTS, AGENTS OR
REPRESENTATIVES WITHOUT NOTICE TO OR PERMISSION FROM BORROWER OR ANY OTHER LOAN
PARTY. LENDER SHALL NOT HAVE ANY OBLIGATION TO DISCLOSE SUCH DISCUSSIONS OR THE
CONTENTS THEREOF WITH BORROWER OR ANY OTHER LOAN PARTY.
(B)
IN CONNECTION WITH THE EXERCISE OF ITS