ANY SUCH PAYMENT OR PERFORMANCE. BORROWER SHALL NOT
IMPEDE, INTERFERE WITH, HINDER OR DELAY, AND SHALL CAUSE MEZZANINE A 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 MEZZANINE A LOAN, OR TO
OTHERWISE PROTECT OR PRESERVE LENDER'S INTERESTS IN THE LOAN AND THE COLLATERAL
FOLLOWING A DEFAULT OR ASSERTED DEFAULT UNDER THE MEZZANINE A 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 MEZZANINE A EVENT OF DEFAULT SENT BY MEZZANINE A LENDER TO MEZZANINE A
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 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,
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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