PERSON SHALL
HAVE STANDING TO REQUIRE SATISFACTION OF SUCH CONDITIONS IN ACCORDANCE WITH
THEIR TERMS OR BE ENTITLED TO ASSUME THAT LENDER WILL REFUSE TO MAKE THE LOAN IN
THE ABSENCE OF STRICT COMPLIANCE WITH ANY OR ALL THEREOF AND NO OTHER PERSON
SHALL UNDER ANY CIRCUMSTANCES BE DEEMED TO BE A BENEFICIARY OF SUCH CONDITIONS,
ANY OR ALL OF WHICH MAY BE FREELY WAIVED IN WHOLE OR IN PART BY LENDER IF, IN
LENDER'S SOLE DISCRETION, LENDER DEEMS IT ADVISABLE OR DESIRABLE TO DO SO.
SECTION 11.17
PUBLICITY. ALL NEWS RELEASES, PUBLICITY OR
ADVERTISING BY BORROWER OR ITS AFFILIATES THROUGH ANY MEDIA INTENDED TO REACH
THE GENERAL PUBLIC WHICH REFERS TO THE LOAN DOCUMENTS OR THE FINANCING EVIDENCED
BY THE LOAN DOCUMENTS, TO LENDER OR ANY OF THEIR AFFILIATES SHALL BE SUBJECT TO
THE PRIOR APPROVAL OF LENDER.
SECTION 11.18
WAIVER OF MARSHALLING OF ASSETS. TO THE
FULLEST EXTENT PERMITTED BY LAW, BORROWER, FOR ITSELF AND ITS SUCCESSORS AND
ASSIGNS, WAIVES ALL RIGHTS TO A MARSHALLING OF THE ASSETS OF BORROWER,
BORROWER'S PARTNERS AND OTHERS WITH INTERESTS IN BORROWER, AND OF THE PROPERTY,
AND SHALL NOT ASSERT ANY RIGHT UNDER ANY LAWS PERTAINING TO THE MARSHALLING OF
ASSETS, THE SALE IN INVERSE ORDER OF ALIENATION, HOMESTEAD EXEMPTION, THE
ADMINISTRATION OF ESTATES OF DECEDENTS, OR ANY OTHER MATTERS WHATSOEVER TO
DEFEAT, REDUCE OR AFFECT THE RIGHT OF LENDER UNDER THE LOAN DOCUMENTS TO A SALE
OF THE PROPERTY FOR THE COLLECTION OF THE DEBT WITHOUT ANY PRIOR OR DIFFERENT
RESORT FOR COLLECTION OR OF THE RIGHT OF LENDER TO THE PAYMENT OF THE DEBT OUT
OF THE NET PROCEEDS OF THE PROPERTY IN PREFERENCE TO EVERY OTHER CLAIMANT
WHATSOEVER.
SECTION 11.19
WAIVER OF OFFSETS/DEFENSES/COUNTERCLAIMS.
BORROWER HEREBY WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A
COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY
LENDER OR ITS AGENTS OR OTHERWISE TO OFFSET ANY OBLIGATIONS TO MAKE THE PAYMENTS
REQUIRED BY THE LOAN DOCUMENTS. NO FAILURE BY LENDER TO PERFORM ANY OF ITS
OBLIGATIONS HEREUNDER SHALL BE A VALID DEFENSE TO, OR RESULT IN ANY OFFSET
AGAINST, ANY PAYMENTS WHICH BORROWER IS OBLIGATED TO MAKE UNDER ANY OF THE LOAN
DOCUMENTS.
SECTION 11.20
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
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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.
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