OF THIS AGREEMENT, WHETHER OR NOT SUCH ACTS, EVENTS OR
OBLIGATIONS ARE, AS OF THE DATE OF THIS AGREEMENT, KNOWN OR ASCERTAINABLE.
7
10.
CONSENT TO MERGER. SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, AND SUBJECT TO THE LOAN AGREEMENT AND
THE LOAN DOCUMENTS, LENDER CONSENTS TO THE MERGER. LENDER'S CONSENT TO THE
MERGER SHALL NOT, HOWEVER, CONSTITUTE ITS CONSENT TO ANY SUBSEQUENT MERGERS.
11.
NOTICES TO BORROWER AND INDEMNITOR. WITHOUT
AMENDING, MODIFYING OR OTHERWISE AFFECTING THE PROVISIONS OF THE LOAN DOCUMENTS
EXCEPT AS EXPRESSLY SET FORTH HEREIN, LENDER SHALL, FROM AND AFTER THE DATE OF
THIS AGREEMENT, DELIVER ANY NOTICES TO THE "BORROWER", "INDEMNITOR" OR
"GUARANTOR" WHICH ARE REQUIRED TO BE DELIVERED PURSUANT TO THE LOAN DOCUMENTS,
OR ARE OTHERWISE DELIVERED BY LENDER AT LENDER'S SOLE DISCRETION, TO BORROWER'S
ADDRESS OR SUBSTITUTE INDEMNITOR'S ADDRESS SET FORTH ABOVE, AS APPLICABLE. IN
ADDITION, ALL REFERENCES TO THE ADDRESS OF THE "BORROWER" AND ALL REFERENCES TO
THE ADDRESS OF THE "INDEMNITOR" OR "GUARANTOR" IN THE LOAN DOCUMENTS ARE HEREBY
MODIFIED TO REFER TO BORROWER'S ADDRESS OR SUBSTITUTE INDEMNITOR'S ADDRESS SET
FORTH ABOVE, AS APPLICABLE.
12.
RELEASE AND COVENANT NOT TO SUE. BORROWER
AND ORIGINAL INDEMNITOR, ON BEHALF OF THEMSELVES AND THEIR HEIRS, SUCCESSORS AND
ASSIGNS, HEREBY RELEASE AND FOREVER DISCHARGE LENDER, ORIGINAL LENDER, EACH OF
THEIR RESPECTIVE PREDECESSORS IN INTEREST AND SUCCESSORS AND ASSIGNS, TOGETHER
WITH ANY OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, INVESTORS, CERTIFICATE
HOLDERS AND AGENTS (INCLUDING, WITHOUT LIMITATION, SERVICERS OF THE LOAN) OF
EACH OF THE FOREGOING (COLLECTIVELY, "LENDER PARTIES"), FROM ALL DEBTS,
ACCOUNTINGS, BONDS, WARRANTIES, REPRESENTATIONS, COVENANTS, PROMISES, CONTRACTS,
CONTROVERSIES, AGREEMENTS, CLAIMS, DAMAGES, JUDGMENTS, EXECUTIONS, ACTIONS,
INACTIONS, LIABILITIES, DEMANDS OR CAUSES OF ACTION OF ANY NATURE, AT LAW OR IN
EQUITY, KNOWN OR UNKNOWN (THE "CLAIMS"), WHICH BORROWER OR ORIGINAL INDEMNITOR
NOW HAS BY REASON OF ANY CAUSE, MATTER OR THING THROUGH AND INCLUDING THE DATE
HEREOF ARISING OUT OF OR RELATING TO: (A) THE LOAN INCLUDING, WITHOUT
LIMITATION, ITS FUNDING, ADMINISTRATION AND SERVICING; (B) THE LOAN DOCUMENTS;
(C) THE PROPERTY; (D) ANY RESERVE OR ESCROW BALANCES HELD BY LENDER OR ANY
SERVICERS OF THE LOAN; AND (E) THE TRANSACTION. BORROWER AND ORIGINAL
INDEMNITOR, ON BEHALF OF THEMSELVES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS,
COVENANT AND AGREE NEVER TO INSTITUTE OR CAUSE TO BE INSTITUTED OR CONTINUE
PROSECUTION OF ANY SUIT OR OTHER FORM OF ACTION OR PROCEEDING OF ANY KIND OR
NATURE WHATSOEVER AGAINST ANY OF LENDER PARTIES BY REASON OF OR IN CONNECTION
WITH ANY OF THE FOREGOING MATTERS, CLAIMS OR CAUSES OF ACTION. NOTWITHSTANDING
THE FOREGOING, IN THE EVENT LENDER OR ANY OF THE OTHER LENDER PARTIES SHALL MAKE
ANY CLAIM AGAINST BORROWER AND/OR ORIGINAL INDEMNITOR WITH RESPECT TO ANY
OCCURRENCE, MATTER, CIRCUMSTANCE, OR SET OF FACTS FROM WHICH LENDER PARTIES
WOULD BE OTHERWISE RELEASED PURSUANT TO THIS SECTION 12, THIS SECTION 12 SHALL
NOT PREVENT BORROWER AND/OR ORIGINAL INDEMNITOR, AS APPLICABLE, FROM ASSERTING
ANY DEFENSE, AFFIRMATIVE DEFENSE, CLAIM AND/OR COUNTERCLAIM AGAINST THE
APPLICABLE LENDER PARTIES ARISING FROM THE SAME OCCURRENCE, MATTER,