TO THE LOAN, BORROWER
SHALL RELY SOLELY ON ITS OWN JUDGMENT AND ADVISORS IN ENTERING INTO THE LOAN
WITHOUT RELYING IN ANY MANNER ON ANY STATEMENTS, REPRESENTATIONS OR
RECOMMENDATIONS OF LENDER OR ANY PARENT, SUBSIDIARY OR AFFILIATE OF LENDER.
LENDER SHALL NOT BE SUBJECT TO ANY LIMITATION WHATSOEVER IN THE EXERCISE OF 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 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 INLAND MORTGAGE CORP.
BORROWER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD LENDER HARMLESS FROM AND
AGAINST ANY 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OR WRITTEN, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN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.
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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 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.
(THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized representatives, all as of the day and year
first above written.
BORROWER:
MB SUGAR LAND GILLINGHAM LIMITED
PARTNERSHIP,