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 and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 any of the 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 either 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 to or competitive with the business of Borrower Parties or their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 and agrees 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 any of the 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 either Borrower PartyBorrower, 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 '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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower Partyany Borrower, 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 Lenders' exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of Borrower Parties Borrowers or their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower Partyor Operating Lessee, 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 to or competitive with the business of Borrower Parties Borrower, Operating Lessee or their Affiliates.. 112

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 and Guarantor acknowledge that, with respect to the Loan, each and Borrower Party 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 any of the 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 either Borrower Partyor Guarantor, and each Borrower Party 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. 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 to or competitive with the business of the Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each of Borrower Party and Operating Lessee acknowledges that, with respect to the Loan, each Borrower Party 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 any of the 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 either Borrower Partyor Operating Lessee, and each Borrower Party 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 Party 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 to or competitive with the business of Borrower Parties and Operating Lessee or their respective Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 LoanLoans, each Borrower Party 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 any of the 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 either Borrower PartyBorrower, 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 any Lender’s or the Agent’s exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower Partyany Borrower, 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 any Lender’s exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of Borrower Parties Borrowers or their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control, except to the extent any Collateral Document states that any Obligations are not secured by such Collateral Document, in which case such delineated exclusion shall control over any statement to the contrary herein. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower PartyBorrower, 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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 00000000.00.XXXXXXXX 186 be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the 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 either Borrower PartyBorrower, 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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and those of any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which that drafted same. Each Borrower Party acknowledges that, with respect to the USActive 36631986.12 -154- 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 Agent, any Lender or any parent, subsidiary or Affiliate of Agent or any Lender. Neither Agent nor any Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the 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 Agent or any Lender of any equity interest any of them may acquire in either Borrower PartyBorrower, 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 Agent or such Lender’s exercise of any such rights or remedies. Each Borrower Party acknowledges that Agent and each Lender engages in the business of real estate financings and other real estate transactions and investments which that may be viewed as adverse to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 Administrative Agent or Lenders or any parent, subsidiary or Affiliate of LenderAdministrative Agent or Lenders. Lender Lenders shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the 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 Lenders of any equity interest any of them may acquire in either Borrower PartyBorrower, 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 LenderLenders’ or Administrative Agent’s exercise of any such rights or remedies. Each Borrower Party acknowledges that Lender Lenders 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 Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 Loan, without relying in any manner on any statements, representations or recommendations of any Lender 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 any of the 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 such Lender of any equity interest any of them may acquire in either Borrower PartyBorrower, 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 such Lender’s exercise of any such rights or remedies. Each Borrower Party acknowledges that each Lender engages and its Affiliates engage 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 Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict or inconsistency between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 any of the 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 either Borrower Partyany Borrower, 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 '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 to or competitive with the business of any Borrower Parties or their its Affiliates.. 100

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such the 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 such 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 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 any of the 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 either Borrower Partyany Borrower, 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 the Agent’s or the Lender’s exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of one or more Borrower Parties or their AffiliatesRelated Persons.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such the 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 affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the 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 either Borrower Partyany Borrower, 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 to or competitive with the business of each Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower Partyany Borrower, 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 the Lenders' exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of Borrower Parties Borrowers or their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Individual Borrower Party and Individual Operating Lessee acknowledges that, with respect to the Loan, each Borrower Party 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 any of the 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 either any Individual Borrower Partyor Individual Operating Lessee, and each Individual Borrower Party 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 Party 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 to or competitive with the business of each Individual Borrower Parties and Individual Operating Lessee or their its respective Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 Administrative Agent or Lender or any parent, subsidiary or Affiliate of Administrative Agent or Lender. Neither Administrative Agent nor Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the 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 Administrative Agent or Lender of any equity interest any of them may acquire in either Borrower PartyBorrower, 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 LenderAdministrative Agent’s or Xxxxxx’s exercise of any such rights or remedies. Each Borrower Party Xxxxxxxx acknowledges that Lender engages Administrative Agent and Xxxxxxx engage 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 Parties or their its Affiliates.. Section

Conflict; Construction of Documents; Reliance. In the event of any conflict or inconsistency between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 any of the 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 either Borrower Partyany Borrower, 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 '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 to or competitive with the business of any Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower PartyBorrower, 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 Lendersuch Secured Party’s exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 any of the 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 either Borrower PartyBorrower, and each to the fullest possible extent permitted by applicable law or equity, 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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Credit Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Credit Documents and that such Loan Credit 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 LoanLoans, each Borrower Party 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 any of the 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 either Borrower PartyBorrower, 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 such 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 Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 such Borrower Party 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 any of the 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 either Borrower Partyany Borrower, 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 Borrowers acknowledge 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 any Borrower Parties or their its Affiliates.. Table of Contents

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. 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 the Loan Documents and that such the Loan Documents shall not be subject to the principle of construing their meaning against the party which that drafted samethem. Each Borrower Party acknowledges that, with respect to the Loan, each such Borrower Party 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 any of the 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 either Borrower PartyBorrowers, 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 '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 to or competitive with the business of Borrower Parties Borrowers or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower PartyBorrower, 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 Lenderany Financing Party’s exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 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 any of the 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 either Borrower Partyany Borrower, 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 Lenders’ exercise of any such rights or remedies. Each Borrower Party 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 to or competitive with the business of Borrower Parties Borrowers or their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and 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 any of the 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 either Borrower PartyBorrower, and each to the extent permitted by applicable law, 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 to or competitive with the business of Borrower Parties or their its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and the Security Instrument, the Note or any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Agreement, the Note, the Security Instrument and the other Loan Documents and that such this Agreement, the 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. Each Borrower Party acknowledges that, with respect to the Loan, each Borrower Party 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 any of this Agreement, the 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 either Borrower PartyBorrower, 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 '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 their its Affiliates.