SPECIFICALLY AND EXPRESSLY REQUIRES THE GIVING OF NOTICE BY LENDER TO
BORROWER.
10.13
REMEDIES OF BORROWER. IF A CLAIM OR ADJUDICATION IS MADE THAT LENDER
OR ANY OF ITS AGENTS, INCLUDING SERVICER, HAS ACTED UNREASONABLY OR UNREASONABLY
DELAYED ACTING IN ANY CASE
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WHERE BY LAW OR UNDER ANY LOAN DOCUMENT, LENDER OR ANY SUCH AGENT, AS THE CASE
MAY BE, HAS AN OBLIGATION TO ACT REASONABLY OR PROMPTLY, BORROWER AGREES THAT
NEITHER LENDER NOR ITS AGENTS, INCLUDING SERVICER, SHALL BE LIABLE FOR ANY
MONETARY DAMAGES, AND BORROWER'S SOLE REMEDY SHALL BE TO COMMENCE AN ACTION
SEEKING INJUNCTIVE RELIEF OR DECLARATORY JUDGMENT. ANY ACTION OR PROCEEDING TO
DETERMINE WHETHER LENDER HAS ACTED REASONABLY SHALL BE DETERMINED BY AN ACTION
SEEKING DECLARATORY JUDGMENT. BORROWER SPECIFICALLY WAIVES ANY CLAIM AGAINST
LENDER AND ITS AGENTS, INCLUDING SERVICER, WITH RESPECT TO ACTIONS TAKEN BY
LENDER OR ITS AGENTS ON BORROWER'S BEHALF.
10.14
PRIOR AGREEMENTS. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTAIN
THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO IN RESPECT OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR AGREEMENTS,
UNDERSTANDINGS AND NEGOTIATIONS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR
WRITTEN, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
10.15
OFFSETS, COUNTERCLAIMS AND DEFENSES. BORROWER HEREBY WAIVES THE RIGHT
TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR
PROCEEDING BROUGHT AGAINST BORROWER BY LENDER OR ITS AGENTS, INCLUDING SERVICER,
OR OTHERWISE OFFSET ANY OBLIGATIONS TO MAKE PAYMENTS REQUIRED UNDER THE LOAN
DOCUMENTS. ANY ASSIGNEE OF LENDER'S INTEREST IN AND TO THE LOAN DOCUMENTS SHALL
TAKE THE SAME FREE AND CLEAR OF ALL OFFSETS, COUNTERCLAIMS OR DEFENSES WHICH
BORROWER MAY OTHERWISE HAVE AGAINST ANY ASSIGNOR OF SUCH DOCUMENTS, AND NO SUCH
OFFSET, 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 OFFSET, COUNTERCLAIM OR DEFENSE
IN ANY SUCH ACTION OR PROCEEDING IS HEREBY EXPRESSLY WAIVED BY BORROWER.
10.16
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, THE LOAN, LENDER OR ANY MEMBER OF THE LEHMAN
GROUP, A LOAN PURCHASER, THE SERVICER OR THE TRUSTEE IN A SECONDARY MARKET
TRANSACTION, SHALL BE SUBJECT TO THE PRIOR WRITTEN APPROVAL OF LENDER; PROVIDED
HOWEVER, THAT LENDER'S CONSENT SHALL NOT BE REQUIRED BY BORROWER, BORROWER'S
AFFILIATES, OR ANY BROKER DEALER OR INVESTOR REPRESENTATIVE RELATED TO THE
MARKETING OR SALE OF ANY INVESTMENT FUND OR INVESTMENT TRUST MANAGED BY
BORROWER'S AFFILIATES WHICH DISCLOSURE IS REQUIRED UNDER THE SECURITIES ACT OF
1933 OR 1934 OR TO ANY POTENTIAL PURCHASER OF AN INTEREST IN THE PROPERTY.
LENDER SHALL HAVE THE RIGHT TO ISSUE ANY OF THE FOREGOING WITHOUT BORROWER'S
APPROVAL.
10.17
NO USURY. BORROWER AND LENDER INTEND AT ALL TIMES TO COMPLY WITH
APPLICABLE STATE LAW OR APPLICABLE UNITED STATES FEDERAL LAW (TO THE