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 Mezzanine 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 Mezzanine Loan Documents and that such Mezzanine Loan Documents shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Mezzanine Loan DocumentsDocuments (Second Mezzanine), 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 Mezzanine Loan Documents (Second Mezzanine) and that such Mezzanine Loan Documents (Second Mezzanine) shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents (Second Mezzanine) or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Mezzanine Loan DocumentsDocuments (Mezzanine), 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 Mezzanine Loan Documents (Mezzanine) and that such Mezzanine Loan Documents (Mezzanine) shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents (Mezzanine) or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its their Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Mezzanine Loan DocumentsDocuments (Junior Tier Mezzanine), 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 Mezzanine Loan Documents (Junior Tier Mezzanine) and that such Mezzanine Loan Documents (Junior Tier Mezzanine) shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents (Junior Tier Mezzanine) or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its their Affiliates.. 101

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Mezzanine Loan DocumentsDocuments (Fourth Mezzanine), 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 Mezzanine Loan Documents (Fourth Mezzanine) and that such Mezzanine Loan Documents (Fourth Mezzanine) shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents (Fourth Mezzanine) or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Mezzanine Loan DocumentsDocuments (Third Mezzanine), 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 Mezzanine Loan Documents (Third Mezzanine) and that such Mezzanine Loan Documents (Third Mezzanine) shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents (Third Mezzanine) or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Mezzanine Loan DocumentsDocuments (First Mezzanine), 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 Mezzanine Loan Documents (First Mezzanine) and that such Mezzanine Loan Documents (First Mezzanine) shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents (First Mezzanine) or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its Affiliates.

Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Mezzanine Loan DocumentsDocuments (Intermediate Mezzanine), 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 Mezzanine Loan Documents (Intermediate Mezzanine) and that such Mezzanine Loan Documents (Intermediate Mezzanine) shall not be subject to the principle of construing their meaning against the 71 76 party which drafted same. Mezzanine Borrower acknowledges that, with respect to the Mezzanine Loan, Mezzanine Borrower shall rely solely on its own judgment and advisors in entering into the Mezzanine Loan without relying in any manner on any statements, representations or recommendations of Mezzanine Lender or any parent, subsidiary or Affiliate of Mezzanine Lender. Mezzanine Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Mezzanine Loan Documents (Intermediate Mezzanine) or any other agreements or instruments which govern the Mezzanine Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Mezzanine Lender of any equity interest any of them may acquire in Mezzanine Borrower, and Mezzanine Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Mezzanine Lender's exercise of any such rights or remedies. Mezzanine Borrower acknowledges that Mezzanine 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 Mezzanine Borrower or its Affiliates.