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.
SECTION 10.14
SCHEDULES INCORPORATED.
THE SCHEDULES
ANNEXED HERETO ARE HEREBY INCORPORATED HEREIN AS A PART OF THIS LOAN 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 LOAN 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; 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.
76
(B)
THIS LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE SOLELY FOR THE BENEFIT OF LENDER AND BORROWER AND NOTHING
CONTAINED IN THIS LOAN 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 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 10.17
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, OR ANY OF THEIR AFFILIATES SHALL BE
SUBJECT TO THE PRIOR WRITTEN APPROVAL OF LENDER.
ALL NEWS RELEASES, PUBLICITY
OR ADVERTISING BY LENDER THROUGH ANY MEDIA INTENDED TO REACH THE GENERAL PUBLIC
WHICH REFERS SOLELY TO THE BORROWER OR TO