Common use of Absolute and Unconditional Obligation Clause in Contracts

Absolute and Unconditional Obligation. Borrower acknowledges that Borrower's obligation to pay the Debt in accordance with the provisions of the Note, the Mortgages and this Agreement is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages or this Agreement or the obligation of Borrower thereunder to pay the Debt or the obligations of any other Person relating to the Note, the Mortgages or this Agreement or the obligations of Borrower under the Note, the Mortgages or this Agreement or otherwise with respect to the Loan, and Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment), setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower to pay the Debt in accordance with the provisions of the Note, the Mortgages and this Agreement or the obligations of any other Person relating to the Note, the Mortgages or this Agreement or the obligations of Borrower under the Note, the Mortgages or this Agreement or otherwise with respect to the Loan in any action, case or proceeding brought by Lender to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender).

Absolute and Unconditional Obligation. Borrower Trustor acknowledges that Borrower------------------------------------- Trustor's obligation to pay the Debt Obligations in accordance with the provisions of the Note, the Mortgages Notes and this Agreement Deed of Trust is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Notes or this Agreement Deed of Trust or the obligation of Borrower Trustor thereunder to pay the Debt Obligations or the obligations of any other Person person relating to the Note, the Mortgages Notes or this Agreement Deed of Trust or the obligations of Borrower Trustor under the Note, the Mortgages Note or this Agreement Deed of Trust or otherwise with respect to the LoanLoan secured hereby, and Borrower Trustor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower Trustor to pay the Debt Obligations in accordance with the provisions of the Note, the Mortgages Notes and this Agreement Deed of Trust or the obligations of any other Person person relating to the Note, the Mortgages Notes or this Agreement Deed of Trust or the obligations of Borrower Trustor under the Note, the Mortgages Notes or this Agreement Deed of Trust or otherwise with respect to the Loan secured hereby in any action, case action or proceeding brought by Lender Beneficiary to collect the DebtObligations, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Deed of Trust or any other document or instrument securing repayment of the DebtObligations, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender)part.

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges that Borrowerthe Mortgagor's obligation to pay the Debt in accordance with the provisions provision of the Note, the Mortgages Note and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Note or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loanloan secured hereby, and Borrower the Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt in accordance with the provisions of the Note, the Mortgages Note and this Agreement Mortgage or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby in any action, case action or proceeding brought by Lender the Mortgagee to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender)part.

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges that Borrower's the Mortgagor’s obligation to pay the Debt in accordance with the provisions provision of the Note, the Mortgages Note and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Note or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loanloan secured hereby, and Borrower the Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt in accordance with the provisions of the Note, the Mortgages Note and this Agreement Mortgage or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby in any action, case action or proceeding brought by Lender the Mortgagee to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the DebtLoan Document, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the Mortgagor’s right of Borrower to assert the defense of payment of the Debt or any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender maintained in a court of the United States, or of the State of New York if such counterclaim under local law or rule of procedure is compelled or would be deemed waived if not asserted in such action (as opposed to be asserted in a separate action), nor shall the foregoing provisions of this sentence be deemed a waiver of the Mortgagor’s right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender the Mortgagee in any separate action, case action or proceeding brought by Borrower against Lenderproceeding).

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges that Borrowerthe Mortgagor's and Parent's obligation to pay the Debt in accordance with the provisions of the NoteNotes, the Mortgages Guaranty and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt or the obligations of any other Person person relating to the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or otherwise with respect to the Loanloan secured hereby, and Borrower the Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, offset, setoff, counterclaim (except mandatory counterclaims which must be asserted to avoid being deemed to have been waived in any separate action) or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt in accordance with the provisions of the NoteNotes, the Mortgages Guaranty and this Agreement Mortgage or the obligations of any other Person person relating to the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby in any action, case action or proceeding brought by Lender the Mortgagee to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the Debt, in whole or in part (providedpart, however, and the Mortgagor agrees that the foregoing provisions of this sentence it shall not be deemed a waiver of the right of Borrower to interpose or assert any compulsory counterclaim in any such actiondefense, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defenseoffset, setoff, counterclaim (except such mandatory counterclaims as described above) or crossclaim of any nature whatsoever against Lender in any separate action, case action or proceeding brought by Borrower against Lender)proceeding.

Absolute and Unconditional Obligation. Borrower acknowledges Borrowers acknowledge that Borrower's Borrowers' obligation to pay the Debt in accordance with the provisions of the NoteCredit Facility Notes, the Mortgages and this Agreement is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the NoteCredit Facility Notes, the Mortgages or this Agreement or the obligation of Borrower Borrowers thereunder to pay the Debt or the obligations of any other Person relating to the NoteCredit Facility Notes, the Mortgages or this Agreement or the obligations of Borrower Borrowers under the NoteCredit Facility Notes, the Mortgages or this Agreement or otherwise with respect to the LoanCredit Facility, and Borrower Borrowers absolutely, unconditionally and irrevocably waives waive any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower Borrowers to pay the Debt in accordance with the provisions of the NoteCredit Facility Notes, the Mortgages and this Agreement or the obligations of any other Person relating to the NoteCredit Facility Notes, the Mortgages or this Agreement or the obligations of Borrower Borrowers under the NoteCredit Facility Notes, the Mortgages or this Agreement or otherwise with respect to the Loan Credit Facility in any action, case or proceeding brought by Lender Agent or Co-Lenders to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower Borrowers to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender Agent or Co-Lenders in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender Agent or Co-Lenders in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower Borrowers to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender Agent or Co-Lenders in any separate action, case or proceeding brought by Borrower Borrowers against LenderAgent or Co-Lenders).

Absolute and Unconditional Obligation. Borrower Borrowers acknowledges that Borrower's Borrowers' obligation to pay the Debt in accordance with the provisions of the NoteCredit Facility Notes, the Mortgages and this Agreement is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the NoteCredit Facility Notes, the Mortgages or this Agreement or the obligation of Borrower Borrowers thereunder to pay the Debt or the obligations of any other Person relating to the NoteCredit Facility Notes, the Mortgages or this Agreement or the obligations of Borrower Borrowers under the NoteCredit Facility Notes, the Mortgages or this Agreement or otherwise with respect to the LoanCredit Facility, and Borrower Borrowers absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower Borrowers to pay the Debt in accordance with the provisions of the NoteCredit Facility Notes, the Mortgages and this Agreement or the obligations of any other Person relating to the NoteCredit Facility Notes, the Mortgages or this Agreement or the obligations of Borrower Borrowers under the NoteFacility Notes, the Mortgages or this Agreement or otherwise with respect to the Loan Credit Facility in any action, case or proceeding brought by Lender Agent or Co-Lenders to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower Borrowers to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender Agent or Co-Lenders in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender Agent or Co-Lenders in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower Borrowers to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender Agent or Co-Lenders in any separate action, case or proceeding brought by Borrower Borrowers against LenderAgent or Co-Lenders).

Absolute and Unconditional Obligation. Borrower Grantor acknowledges that BorrowerGrantor's obligation to pay the Debt in accordance with the provisions provision of the Note, the Mortgages Notes and this Agreement Deed of Trust is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Notes or this Agreement Deed of Trust or the obligation of Borrower Grantor thereunder to pay the Debt or the obligations of any other Person person relating to the Note, the Mortgages Notes or this Agreement Deed of Trust or the obligations of Borrower Grantor under the Note, the Mortgages Notes or this Agreement Deed of Trust or otherwise with respect to the Loanloan secured hereby, and Borrower Grantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower Grantor to pay the Debt in accordance with the provisions of the Note, the Mortgages Notes and this Agreement Deed of Trust or the obligations of any other Person person relating to the Note, the Mortgages Notes or this Agreement Deed of Trust or the obligations of Borrower Grantor under the Note, the Mortgages Notes or this Agreement Deed of Trust or otherwise with respect to the Loan loan secured hereby in any action, case or proceeding brought by Lender Beneficiary to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Deed of Trust or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender).part

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges ------------------------------------- that Borrowerthe Mortgagor's obligation to pay the Debt in accordance with the provisions of the Note, the Mortgages Note and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Note or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loanloan secured hereby, and Borrower the Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, offset, setoff, counterclaim (except mandatory counterclaims which must be asserted to avoid being deemed to have been waived in any separate action) or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt in accordance with the provisions of the Note, the Mortgages Note and this Agreement Mortgage or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby in any action, case action or proceeding brought by Lender the Mortgagee to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the Debt, in whole or in part (providedpart, however, and the Mortgagor agrees that the foregoing provisions of this sentence it shall not be deemed a waiver of the right of Borrower to interpose or assert any compulsory counterclaim in any such actiondefense, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defenseoffset, setoff, counterclaim (except such mandatory counterclaims as described above) or crossclaim of any nature whatsoever against Lender in any separate action, case action or proceeding brought by Borrower against Lender)proceeding.

Absolute and Unconditional Obligation. Borrower Trustor acknowledges that Borrower's Trustor’s obligation to pay the Debt Obligations in accordance with the provisions of the Note, the Mortgages and this Agreement Deed of Trust is and shall at all times continue to be absolute and unconditional in all respectsrespects other than upon full satisfaction of all obligations of the Credit Parties under the Credit Agreement and the other Loan Documents other than unmatured indemnity obligations, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages or this Agreement Deed of Trust or the obligation of Borrower Trustor thereunder to pay the Debt Obligations or the obligations of any other Person person relating to this Deed of Trust other than the Note, the Mortgages or this Agreement or the full satisfaction of all obligations of Borrower the Credit Parties under the Note, Credit Agreement and the Mortgages or this Agreement or otherwise with respect to the Loan, other Loan Documents other than unmatured indemnity obligations and Borrower Trustor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower Trustor to pay the Debt Obligations in accordance with the provisions of the Note, the Mortgages and this Agreement Deed of Trust or the obligations of any other Person person relating to the Notethis Deed of Trust, the Mortgages or this Agreement or the other than upon full satisfaction of all obligations of Borrower the Credit Parties under the NoteCredit Agreement and the other Loan Documents other than unmatured indemnity obligations, the Mortgages or this Agreement or otherwise with respect to the Loan in any action, case action or proceeding brought by Lender Beneficiary to collect the DebtObligations, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Deed of Trust or any other document or instrument securing repayment of the DebtObligations, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender)part.

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges that Borrowerthe Mortgagor's obligation to pay the Debt Indebtedness in accordance with the provisions of the Note, the Mortgages Loan Agreement and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Loan Agreement or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt Indebtedness or the obligations of any other Person person relating to the Note, the Mortgages Loan Agreement or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Loan Agreement or this Agreement Mortgage or otherwise with respect to the Loan, and Borrower loan secured hereby. The Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt Indebtedness in accordance with the provisions of the Note, the Mortgages Loan Agreement and this Agreement Mortgage or the obligations of any other Person person relating to the Note, the Mortgages Loan Agreement or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Loan Agreement or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby, or in any action, case action or proceeding brought by Lender the Mortgagor to collect the DebtIndebtedness, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the DebtIndebtedness, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender)part.

Absolute and Unconditional Obligation. Borrower The Grantor acknowledges that Borrowerthe Grantor's obligation to pay the Debt Indebtedness in accordance with the provisions of the Note, the Mortgages Loan Agreement and this Agreement Leasehold Deed of Trust is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Loan Agreement or this Agreement Leasehold Deed of Trust or the obligation of Borrower the Grantor thereunder to pay the Debt Indebtedness or the obligations of any other Person person relating to the Note, the Mortgages Loan Agreement or this Agreement Leasehold Deed of Trust or the obligations of Borrower the Grantor under the Note, the Mortgages Loan Agreement or this Agreement Leasehold Deed of Trust or otherwise with respect to the Loan, and Borrower loan secured hereby. The Grantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Grantor to pay the Debt Indebtedness in accordance with the provisions of the Note, the Mortgages Loan Agreement and this Agreement Leasehold Deed of Trust or the obligations of any other Person person relating to the Note, the Mortgages Loan Agreement or this Leasehold Deed of Trust or obligations of the Grantor under the Loan Agreement or the obligations this Leasehold Deed of Borrower under the Note, the Mortgages or this Agreement Trust or otherwise with respect to the Loan loan secured hereby, or in any action, case action or proceeding brought by Lender the Grantor to collect the DebtIndebtedness, or any portion thereof, or to enforce, foreclose and realize upon the lien and security Security interest created by the Mortgages this Leasehold Deed of Trust or any other document or instrument securing repayment of the DebtIndebtedness, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender)part.

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges that Borrowerthe Mortgagor's obligation to pay the Debt Indebtedness in accordance with the provisions of the Note, the Mortgages Loan Agreement and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Loan Agreement or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt Indebtedness or the obligations of any other Person person relating to the Note, the Mortgages Loan Agreement or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Loan Agreement or this Agreement Mortgage or otherwise with respect to the Loan, and Borrower loan secured hereby. The Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt Indebtedness in accordance with the provisions of the Note, the Mortgages Loan Agreement and this Agreement Mortgage or the obligations of any other Person person relating to the Note, the Mortgages Loan Agreement or this Mortgage or obligations of the Mortgagor under the Loan Agreement or the obligations of Borrower under the Note, the Mortgages or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby, or in any action, case action or proceeding brought by Lender the Mortgagor to collect the DebtIndebtedness, or any portion thereof, or to enforce, foreclose and realize upon the lien and security Security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the DebtIndebtedness, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right of Borrower to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action, case or proceeding brought by Borrower against Lender)part.

Absolute and Unconditional Obligation. Borrower acknowledges Borrowers and Guarantors acknowledge that Borrower's obligation the Credit Facility Documents, as modified, amended and/or restated pursuant to pay (or in the Debt in accordance with manner contemplated by) the provisions of this Amendment, and Borrowers' and Guarantors' obligations under the NoteCredit Facility Documents, as modified, amended and/or restated pursuant to (or in the Mortgages and manner contemplated by) the provisions of this Agreement is Amendment, are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the NoteCredit Facility Documents, as modified, amended and/or restated pursuant to (or in the Mortgages or manner contemplated by) the provisions of this Agreement Amendment, or the obligation obligations of Borrower Borrowers or Guarantors thereunder to pay the Debt or the obligations of any other Person relating to the NoteCredit Facility Documents, as modified, amended and/or restated pursuant to (or in the Mortgages or manner contemplated by) the provisions of this Agreement Amendment or the obligations of Borrower Borrowers or Guarantors under the NoteCredit Facility Documents, as modified, amended and/or restated pursuant to (or in the Mortgages or manner contemplated by) the provisions of this Agreement Amendment or otherwise with respect to the LoanCredit Facility, and Borrower Borrowers and Guarantors absolutely, unconditionally and irrevocably waives waive any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Borrowers and Guarantors to pay the Debt in accordance with the provisions of the NoteCredit Facility Documents, as modified, amended and/or restated pursuant to the Mortgages and provisions of this Agreement Amendment, or the obligations of any other Person relating to the NoteCredit Facility Documents, as modified, amended and/or restated pursuant to (or in the Mortgages or manner contemplated by) the provisions of this Agreement Amendment, or the obligations of Borrower Borrowers and Guarantors under the NoteCredit Facility Documents, as modified, amended and/or restated pursuant to (or in the Mortgages manner contemplated by) the provisions of this Amendment, or this Agreement the obligations of Borrowers and Guarantors hereunder or otherwise with respect to the Loan Credit Facility in any action, case or proceeding brought by Lender Agent to collect the Debt, Debt or any portion thereof, or to enforce, foreclose and realize upon the lien liens and security interest interests created by the Mortgages or any other document or instrument securing repayment of the DebtCredit Facility Documents, in whole as modified, amended and/or restated pursuant to (or in part the manner contemplated by) the provisions of this Amendment (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the right rights of Borrower Borrowers or Guarantors to assert any compulsory counterclaim in any such action, case or proceeding brought by Lender Agent or Co-Lenders in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender Agent or Co-Lenders in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right rights of Borrower Borrowers or Guarantors to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender Agent or Co-Lenders in any separate action, case or proceeding brought by Borrower any of the Borrowers or Guarantors against LenderAgent or Co-Lenders).

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges that Borrower's the Mortgagor’s obligation to pay the Debt in accordance with the provisions provision of the Note, the Mortgages Note and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Note or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loanloan secured hereby, and Borrower the Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt in accordance with the provisions of the Note, the Mortgages Note and this Agreement Mortgage or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the Note, the Mortgages Note or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby in any action, case action or proceeding brought by Lender the Mortgagee to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this sentence shall not be deemed a waiver of the Mortgagor’s right of Borrower to assert any compulsory counterclaim maintained in any such actiona court of the United States, case or proceeding brought by Lender in any state court of the State of New York if such counterclaim is compelled under local law or rule or of procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the Mortgagor’s right of Borrower to assert any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender the Mortgagee in any separate action, case action or proceeding brought by Borrower against Lenderproceeding).

Absolute and Unconditional Obligation. Borrower acknowledges that BorrowerXxxxxxxx's obligation to pay the Debt in accordance with the provisions of the Note, the Mortgages Note and this Agreement Instrument is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the Note, the Mortgages Note or this Agreement Instrument or the obligation of Borrower thereunder to pay the Debt or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Instrument or the obligations of Borrower under the Note, the Mortgages Note or this Agreement Instrument or otherwise with respect to the Loanloan secured hereby. Except as set forth below, and Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment), setoff, counterclaim or crossclaim (a "Borrower Claim") of any nature whatsoever with respect to the obligation of Borrower to pay the Debt in accordance with the provisions of the Note, the Mortgages Note and this Agreement Instrument or the obligations of any other Person person relating to the Note, the Mortgages Note or this Agreement Instrument or the obligations of Borrower under the Note, the Mortgages Note or this Agreement Instrument or otherwise with respect to the Loan loan secured hereby in any action, case action or proceeding (a "Lender Proceeding") brought by Lender Xxxxxx to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Instrument or any other document or instrument securing repayment of the Debt, in whole or in part (provided, however, that the foregoing provisions of this . The forgoing sentence shall not be deemed a waiver of alter or diminish the right of Borrower (i) to assert raise in a Lender Proceeding any compulsory counterclaim defenses which, if not raised in any such actionthe Lender Proceeding, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedurewould be forever barred, or in (ii) to bring any such action, case motion or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert file any claim which would otherwise constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever suit against Lender with respect to a Borrower Claim in any an action separate action, case or proceeding brought by Borrower against Lender)from a Lender Proceeding.

Absolute and Unconditional Obligation. Borrower The Mortgagor acknowledges that Borrowerthe Mortgagor's and Parent’s obligation to pay the Debt in accordance with the provisions of the NoteNotes, the Mortgages Guaranty and this Agreement Mortgage is and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or the obligation of Borrower the Mortgagor thereunder to pay the Debt or the obligations of any other Person person relating to the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or otherwise with respect to the Loanloan secured hereby, and Borrower the Mortgagor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment)defense, offset, setoff, counterclaim (except mandatory counterclaims which must be asserted to avoid being deemed to have been waived in any separate action) or crossclaim of any nature whatsoever with respect to the obligation of Borrower the Mortgagor to pay the Debt in accordance with the provisions of the NoteNotes, the Mortgages Guaranty and this Agreement Mortgage or the obligations of any other Person person relating to the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or the obligations of Borrower the Mortgagor under the NoteNotes, the Mortgages Guaranty or this Agreement Mortgage or otherwise with respect to the Loan loan secured hereby in any action, case action or proceeding brought by Lender the Mortgagee to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the lien and security interest created by the Mortgages this Mortgage or any other document or instrument securing repayment of the Debt, in whole or in part (providedpart, however, and the Mortgagor agrees that the foregoing provisions of this sentence it shall not be deemed a waiver of the right of Borrower to interpose or assert any compulsory counterclaim in any such actiondefense, case or proceeding brought by Lender in any state court if such counterclaim is compelled under local law or rule or procedure, or in any such action, case or proceeding brought by Lender in a court of the United States, nor shall the foregoing provisions of this sentence be deemed a waiver of the right of Borrower to assert any claim which would otherwise constitute a defenseoffset, setoff, counterclaim (except such mandatory counterclaims as described above) or crossclaim of any nature whatsoever against Lender in any separate action, case action or proceeding brought by Borrower against Lender)proceeding.