Common use of Conflict; Construction of Documents; Reliance Clause in Contracts

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 this Agreement, the Note and the other 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.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 Agent or any Lender or any parent, subsidiary or Affiliate of Agent or such Lender. Lender Agent shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 Agent or such 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 LenderAgent’s exercise of any such rights or remedies. Borrower acknowledges that Agent and each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower Party acknowledges that, with respect to the Loan, each Borrower Party 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 this Agreement, any of the Note and the other 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 Borrowereither Borrower Party, and each Borrower Party 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. Each Borrower Party acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower Parties or its their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, that the Note and the other Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, such 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 the Agent, the Lender or any parent, subsidiary or Affiliate of the Agent or the Lender. Neither the Agent nor the Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 the Agent or the Lender of any equity interest any of them may acquire in any Borrower, and each Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the Agent’s or the Lender’s exercise of any such rights or remedies. Each Borrower acknowledges that each of the Agent and the Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of one or more Borrower or its AffiliatesRelated Persons.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 Agent or any Lender or any parent, subsidiary or Affiliate of Agent or such Lender. Lender Agent shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other Loan Documents or any other agreements or instruments which govern the Loan by virtue of 128 the ownership by it or any parent, subsidiary or Affiliate of Agent or such 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 LenderAgent’s exercise of any such rights or remedies. Borrower acknowledges that Agent and each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 00000000.00.XXXXXXXX 186 be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each of Borrower and Operating Lessee acknowledges that, with respect to the Loan, Borrower it 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 this Agreement, any of the Note and the other 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 BorrowerBorrower or Operating Lessee, and Borrower and Operating Lessee hereby irrevocably waives waive 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. Each of Borrower and Operating Lessee acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower and Operating Lessee or its their respective Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges and Guarantor acknowledge that, with respect to the Loan, and Borrower and Guarantor shall rely solely on its their 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 affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 affiliate of Lender of any equity interest any of them may acquire in BorrowerBorrower or Guarantor, and Borrower and Guarantor hereby irrevocably waives waive the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s '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-adverse to or competitive with the business of the Borrower or its Affiliates.. Section 10.19

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Individual Borrower and Individual Operating Lessee acknowledges that, with respect to the Loan, Borrower it 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 this Agreement, any of the Note and the other 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 Borrowerany Individual Borrower or Individual Operating Lessee, and each Individual Borrower and Individual Operating Lessee 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. Each Individual Borrower and Individual Operating Lessee acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of each Individual Borrower and Individual Operating Lessee or its respective Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 this Agreement, any of the Note and the other 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 to the fullest possible extent permitted by applicable law or equity, 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-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, such 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 232 subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 any Borrower, and each 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. Each 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-adverse to or competitive with the business businesses of Borrower Borrowers or its their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan Loan, without relying in any manner on any statements, representations or recommendations of Lender any Secured Party or any parent, subsidiary or Affiliate affiliate of Lendera Secured Party. Lender The Secured Parties shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 affiliate of Lender a Secured Party of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the 159 right to raise any defense or take any action on the basis of the foregoing with respect to Lendersuch Secured Party’s exercise of any such rights or remedies. Borrower acknowledges that Lender each Secured Party engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the LoanLoans, Borrower shall rely solely on its own judgment and advisors in entering into the Loan Loans without relying in any manner on any statements, representations or recommendations of Lender the Lenders or any parent, subsidiary or Affiliate of any Lender. No Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other Loan Documents or any other agreements or instruments which govern the Loan Loans by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender any Lenders 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 any Lender’s or the Agent’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages the Lenders engage in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each 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 this Agreement, any of the Note and the other Loan Documents or any other agreements or instruments which govern the Loan by 115 virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in any Borrower, and each 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. Each 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-adverse to or competitive with the business of any Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 this Agreement, any of the Note and the other 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 to the extent permitted by applicable law, 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-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each 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 any Lender or any parent, subsidiary or Affiliate of any Lender. Each Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other Loan Documents or any other agreements or instruments which that govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest Equity Interest any of them may acquire in any Borrower, and each Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to any Lender’s exercise of any such rights or remedies. Each Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower Borrowers or its their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 any Financing Party or any parent, subsidiary or Affiliate of Lenderany Financing Party. Lender Financing Parties shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 any Financing Party 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 Lenderany Financing Party’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages Financing Parties engage in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges and agrees that, with respect 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 this Agreement, any of the Note and the other 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 legal, beneficial or economic 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 '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-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Credit Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Credit Documents and this Agreement, the Note and the other Loan that such Credit Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the LoanLoans, Borrower shall rely solely on its own judgment and advisors in entering into the Loan Loans without relying in any manner on any statements, representations or recommendations of Lender such Lenders or any parent, subsidiary or Affiliate of Lenderany Lenders. Lender Lenders shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other Loan Credit Documents or any other agreements or instruments which govern the Loan Loans by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender any such Lenders 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 such Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this AgreementAgreement and the Security Instrument, the Note or any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note Note, the Security Instrument and the other Loan Documents and this Agreement, the Note Note, the Security Instrument and the other Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely LOAN AGREEMENT – Page 124 41458-110/JANAF Shopping Yard (VA) 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 this Agreement, the Note Note, the Security Instrument and the other 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 '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.

Conflict; Construction of Documents; Reliance. In the event of any conflict or inconsistency between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each 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 this Agreement, any of the Note and the other 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 any Borrower, and each 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 's exercise of any such rights or remedies. Each 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-adverse to or competitive with the business of any Borrower or its Affiliates.. 100

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Amended and Restated Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note Amended and the other Restated Loan Documents and this Agreement, that the Note Amended and the other Restated Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect 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 affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note Amended and the other Restated Loan Documents or any other agreements or instruments which govern the Pre-Petition Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate 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-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each Borrower shall rely solely on its own judgment and advisors in entering into into, the Loan without relying in any manner on any statements, representations or recommendations of Lender the Lenders or any parent, subsidiary or Affiliate of any Lender. Lender The Lenders shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 any Lender of any equity interest any of them may acquire in any Borrower, and each 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 the Lenders' exercise of any such rights or remedies. Each Borrower acknowledges that Lender engages the Lenders engage in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower Borrowers or its their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each Borrower shall rely solely on its own judgment and advisors in entering into into, the Loan without relying in any manner on any statements, representations or recommendations of Lender Lenders or any parent, subsidiary or Affiliate of any Lender. Lender Lenders shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 any Lender of any equity interest any of them may acquire in any Borrower, and each 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 Lenders’ exercise of any such rights or remedies. Each Borrower acknowledges that Lender engages Lenders engage in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower Borrowers or its their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever , except to the phrase “during the continuance of an Event of Default” or the like appears herein or in extent any other Loan Collateral Document states that any Obligations are not secured by such Collateral Document, in which case such phrase delineated exclusion shall not mean or imply that Lender has control over any obligation statement to accept a cure of such Event of Defaultthe contrary herein. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan Loan, without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 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-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, 104 the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges and agrees that, with respect 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 this Agreement, any of the Note and the other 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 legal, beneficial or economic 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 '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-adverse to or competitive with the business of Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, that the Note and the other Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each 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 affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 affiliate of Lender of any equity interest any of them may acquire in any Borrower, and each 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. Each 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-adverse to or competitive with the business of each Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were each is represented by competent separate counsel in connection with the negotiation, drafting drafting, execution and execution delivery of this Agreement, the Note and the other Loan Documents and this Agreement, that the Note and the other Loan Documents shall not be subject to the principle of construing their meaning against the party which that drafted samethem. Each Borrower acknowledges that, with respect to the Loan, such Borrower shall rely solely on its own judgment and advisors in entering into the Loan Loan, without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 affiliate of Lender of any equity interest any of them may acquire in BorrowerBorrowers, and each 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 's exercise of any such rights or remedies. Each 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-adverse to or competitive with the business of Borrower Borrowers or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each Borrower shall rely solely on its own judgment and advisors in entering into into, the Loan without relying in any manner on any statements, representations or recommendations of Lender Lenders or any parent, subsidiary or Affiliate of any Lender. Lender Lenders shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under this Agreement, any of the Note and the other 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 any Lender of any equity interest any of them may acquire in any Borrower, and each 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 Lenders' exercise of any such rights or remedies. Each Borrower acknowledges that Lender engages Lenders engage in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse-adverse to or competitive with the business of Borrower Borrowers or its their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict or inconsistency between the provisions of this Agreement, the Note or Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. Wherever the phrase “during the continuance of an Event of Default” or the like appears herein or in any other Loan Document, such phrase shall not mean or imply that Lender has any obligation to accept a cure of such Event of Default. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note and the other Loan Documents and this Agreement, the Note and the other that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each 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 this Agreement, any of the Note and the other 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 any Borrower, and each 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 's exercise of any such rights or remedies. Each 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-adverse to or competitive with the business of any Borrower or its Affiliates.