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 10.18.
PUBLICITY.
ALL NEWS RELEASES, PUBLICITY OR ADVERTISING BY
BORROWER OR THEIR 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, CREDIT SUISSE, OR ANY OF THEIR AFFILIATES SHALL BE SUBJECT
TO THE PRIOR APPROVAL OF LENDER (EXCLUDING ANY SUCH DISCLOSURE WHICH BORROWER OR
ANY OF ITS AFFILIATES IS REQUIRED TO MAKE BY APPLICABLE LAW TO THE EXTENT SO
REQUIRED THEREUNDER).
SECTION 10.19.
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, OR TO A SALE IN INVERSE
ORDER OF ALIENATION IN THE EVENT OF FORECLOSURE OF THE SECURITY INSTRUMENT, AND
AGREES NOT TO 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
189
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 10.20.
WAIVER OF COUNTERCLAIM.
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.
SECTION 10.21.
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.
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 ANY