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
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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 OR LENDER IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN.
THE PROVISIONS OF THIS
SECTION 10.21 SHALL SURVIVE THE EXPIRATION AND TERMINATION OF THIS AGREEMENT AND
THE PAYMENT OF THE DEBT.
SECTION 10.22
PRIOR AGREEMENTS.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR
AGREEMENTS OR UNDERSTANDINGS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR
WRITTEN, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND UNLESS SPECIFICALLY SET FORTH IN A WRITING CONTEMPORANEOUS
HEREWITH THE TERMS, CONDITIONS AND PROVISIONS OF SUCH PRIOR AGREEMENT DO NOT
SURVIVE EXECUTION OF THIS AGREEMENT.
SECTION 10.23
TRANSFER OF LOAN.
IN THE EVENT THAT LENDER TRANSFERS THE
LOAN, BORROWER SHALL CONTINUE TO MAKE PAYMENTS AT THE PLACE SET FORTH IN THE
NOTE (AND ITS OBLIGATION TO MAKE SUCH PAYMENTS SHALL BE DEEMED SATISFIED UPON
THE MAKING OF SUCH PAYMENTS) UNTIL SUCH TIME THAT BORROWER IS NOTIFIED IN
WRITING BY LENDER THAT PAYMENTS ARE TO BE MADE AT ANOTHER PLACE.
SECTION 10.24
JOINT AND SEVERAL LIABILITY.
IF BORROWER CONSISTS OF MORE
THAN ONE PERSON OR PARTY, THE OBLIGATIONS AND LIABILITIES OF EACH PERSON OR
PARTY SHALL BE JOINT AND SEVERAL EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE
LOAN DOCUMENTS.
SECTION 10.25
MERS.
MERS SERVES AS MORTGAGEE OF RECORD AND SECURED
PARTY SOLELY AS NOMINEE, IN AN ADMINISTRATIVE CAPACITY, FOR LENDER AND ONLY
HOLDS LEGAL TITLE TO THE INTERESTS GRANTED, ASSIGNED, AND TRANSFERRED IN THE
MORTGAGE AND THE ASSIGNMENTS OF LEASES.
MERS SHALL AT ALL TIMES COMPLY WITH THE
INSTRUCTIONS OF LENDER.
IF NECESSARY TO COMPLY WITH LAW OR CUSTOM, MERS (FOR
THE BENEFIT OF LENDER) MAY BE DIRECTED BY LENDER TO EXERCISE ANY OR ALL OF THOSE
INTERESTS, INCLUDING WITHOUT LIMITATION, THE RIGHT TO FORECLOSE AND SELL THE
PROPERTY, AND TAKE ANY ACTION REQUIRED OF LENDER, INCLUDING WITHOUT LIMITATION,
A RELEASE, DISCHARGE OR RECONVEYANCE OF THE MORTGAGE.
SUBJECT TO THE FOREGOING,
ALL REFERENCES IN THE LOAN DOCUMENTS TO "MORTGAGEE" SHALL INCLUDE LENDER AND ITS
SUCCESSORS AND