OF THE PROCEEDS OF THE LOAN
(COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"); PROVIDED, HOWEVER, THAT BORROWER
SHALL NOT HAVE ANY OBLIGATION TO THE LENDER INDEMNITEES HEREUNDER TO THE EXTENT
THAT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE, ILLEGAL ACTS,
FRAUD OR WILLFUL MISCONDUCT OF THE LENDER INDEMNITEES. 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 THE LENDER INDEMNITEES.
SECTION 11.14
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 11.15
OFFSETS, COUNTERCLAIMS AND DEFENSES.
ANY ASSIGNEE OF
LENDER'S INTEREST IN AND TO THIS AGREEMENT 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 11.16
NO JOINT VENTURE OR PARTNERSHIP; NO THIRD PARTY
BENEFICIARIES.
(A)
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.
(B)
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 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 BORROWER AND NO OTHER 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
90
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.
UNLESS REQUIRED BY LAW, ALL NEWS RELEASES,
PUBLICITY OR ADVERTISING