LENDER SHALL HAVE NO OBLIGATION TO BORROWER,
MORTGAGE BORROWER OR ANY OTHER PARTY TO MAKE ANY SUCH PAYMENT OR PERFORMANCE.
BORROWER SHALL NOT IMPEDE, INTERFERE WITH, HINDER OR DELAY, AND SHALL CAUSE
MORTGAGE BORROWER TO NOT IMPEDE, INTERFERE WITH, HINDER OR DELAY, ANY EFFORT OR
ACTION ON THE PART OF LENDER TO CURE ANY DEFAULT OR ASSERTED DEFAULT UNDER THE
MORTGAGE LOAN, OR TO OTHERWISE PROTECT OR PRESERVE LENDER'S INTERESTS IN THE
LOAN AND THE COLLATERAL FOLLOWING A DEFAULT OR ASSERTED DEFAULT UNDER THE
MORTGAGE LOAN, IN EITHER CASE, IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(D)
IF LENDER SHALL RECEIVE A COPY OF ANY NOTICE
OF A MORTGAGE LOAN EVENT OF DEFAULT SENT BY MORTGAGE LENDER TO MORTGAGE
BORROWER, SUCH NOTICE SHALL CONSTITUTE FULL PROTECTION TO LENDER FOR ANY ACTION
TAKEN OR OMITTED TO BE TAKEN BY LENDER, IN GOOD FAITH, IN RELIANCE 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 MORTGAGE LOAN,
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LENDER SHALL BE SUBROGATED, TO THE EXTENT OF SUCH PAYMENT, TO ALL OF THE RIGHTS
OF MORTGAGE LENDER UNDER THE MORTGAGE LOAN DOCUMENTS AGAINST THE PROPERTY, IN
ADDITION TO ALL OTHER RIGHTS IT MAY HAVE UNDER THE LOAN DOCUMENTS.
Section 9.12
Intentionally Omitted.
Section 9.13
Intentionally Omitted.
Section 9.14
Intercreditor Agreements.
(A)
LENDER, MORTGAGE LENDER, MEZZANINE B 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 B LOAN, THE BANK LOAN, MORTGAGE BORROWER, BORROWER,
MEZZANINE B 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 B LENDER, MORTGAGE LENDER AND BANK
LOAN AGENT AND (II) BORROWER, MORTGAGE BORROWER, MEZZANINE B 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 B LENDER AND BANK LOAN
AGENT SHALL HAVE NO OBLIGATION TO DISCLOSE TO BORROWER, MORTGAGE BORROWER,
MEZZANINE B 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 B 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