(COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES"); PROVIDED, THAT BORROWER SHALL NOT HAVE ANY OBLIGATION TO LENDER
HEREUNDER TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE BY REASON OF THE
GROSS NEGLIGENCE, ILLEGAL ACTS, FRAUD OR WILLFUL MISCONDUCT OF LENDER.
TO THE
EXTENT THAT THE UNDERTAKING TO INDEMNIFY, DEFEND AND HOLD HARMLESS SET FORTH IN
THE PRECEDING SENTENCE MAY BE UNENFORCEABLE BECAUSE IT VIOLATES ANY LAW OR
PUBLIC POLICY, BORROWER SHALL PAY THE MAXIMUM PORTION THAT IT IS PERMITTED TO
PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL
INDEMNIFIED LIABILITIES INCURRED BY LENDER.
(C)
BORROWER COVENANTS AND AGREES TO PAY FOR OR, IF BORROWER FAILS TO
PAY, TO REIMBURSE LENDER FOR, ANY FEES AND EXPENSES INCURRED BY ANY RATING
AGENCY IN CONNECTION WITH ANY RATING AGENCY REVIEW OF THE LOAN, THE LOAN
DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY OR ANY CONSENT, APPROVAL,
WAIVER OR CONFIRMATION OBTAINED FROM SUCH RATING AGENCY PURSUANT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY REASON OF A
BORROWER REQUEST AND LENDER SHALL BE ENTITLED TO REQUIRE PAYMENT OF SUCH FEES
AND EXPENSES AS A CONDITION PRECEDENT TO THE OBTAINING OF ANY SUCH CONSENT,
APPROVAL, WAIVER OR CONFIRMATION.
188
SECTION 10.14.
SCHEDULES INCORPORATED.
THE SCHEDULES ANNEXED HERETO ARE
HEREBY INCORPORATED HEREIN AS A PART OF THIS AGREEMENT WITH THE SAME EFFECT AS
IF SET FORTH IN THE BODY HEREOF.
SECTION 10.15.
OFFSETS, COUNTERCLAIMS AND DEFENSES.
ANY ASSIGNEE OF
LENDER'S INTEREST IN AND TO THIS AGREEMENT, THE NOTE AND THE OTHER LOAN
DOCUMENTS SHALL TAKE THE SAME FREE AND CLEAR OF ALL OFFSETS, COUNTERCLAIMS OR
DEFENSES WHICH ARE UNRELATED TO SUCH DOCUMENTS WHICH BORROWER MAY OTHERWISE HAVE
AGAINST ANY ASSIGNOR OF SUCH DOCUMENTS, AND NO SUCH UNRELATED COUNTERCLAIM OR
DEFENSE SHALL BE INTERPOSED OR ASSERTED BY BORROWER IN ANY ACTION OR PROCEEDING
BROUGHT BY ANY SUCH ASSIGNEE UPON SUCH DOCUMENTS AND ANY SUCH RIGHT TO INTERPOSE
OR ASSERT ANY SUCH UNRELATED OFFSET, COUNTERCLAIM OR DEFENSE IN ANY SUCH ACTION
OR PROCEEDING IS HEREBY EXPRESSLY WAIVED BY BORROWER.
SECTION 10.16.
NO JOINT VENTURE OR PARTNERSHIP.
BORROWER AND LENDER
INTEND THAT THE RELATIONSHIPS CREATED HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS BE SOLELY THAT OF BORROWER AND LENDER.
NOTHING HEREIN OR THEREIN IS
INTENDED TO CREATE A JOINT VENTURE, PARTNERSHIP, TENANCY-IN-COMMON, OR JOINT
TENANCY RELATIONSHIP BETWEEN BORROWER AND LENDER NOR TO GRANT LENDER ANY
INTEREST IN THE PROPERTY OTHER THAN THAT OF MORTGAGEE, BENEFICIARY OR LENDER.
SECTION 10.17.
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE SOLELY FOR THE BENEFIT OF LENDER AND BORROWER AND
NOTHING CONTAINED IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE DEEMED
TO CONFER UPON ANYONE OTHER THAN LENDER AND BORROWER ANY RIGHT TO INSIST UPON OR
TO ENFORCE THE PERFORMANCE OR OBSERVANCE OF ANY OF THE OBLIGATIONS CONTAINED
HEREIN OR THEREIN.
ALL CONDITIONS TO THE OBLIGATIONS OF LENDER TO MAKE THE LOAN
HEREUNDER ARE IMPOSED SOLELY AND EXCLUSIVELY FOR THE BENEFIT OF LENDER AND NO
OTHER PERSON SHALL HAVE STANDING