SOLE DISCRETION, LENDERS DEEMS IT ADVISABLE OR
DESIRABLE TO DO SO.
(C)
THE GENERAL PARTNERS, MEMBERS, PRINCIPALS AND (IF BORROWER IS
A TRUST) BENEFICIAL OWNERS OF BORROWER ARE EXPERIENCED IN THE OWNERSHIP AND
OPERATION OF PROPERTIES SIMILAR TO THE PROPERTY, AND ADMINISTRATIVE AGENT AND
LENDERS ARE RELYING SOLELY UPON SUCH EXPERTISE AND BUSINESS PLAN IN CONNECTION
WITH THE OWNERSHIP AND OPERATION OF THE PROPERTY.
132
Borrower is not relying on Administrative Agent's or Lenders' expertise,
business acumen or advice in connection with the Property.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
NEITHER LENDERS NOR ADMINISTRATIVE AGENT ARE UNDERTAKING THE PERFORMANCE OF (I)
ANY OBLIGATIONS UNDER THE LEASES; OR (II) ANY OBLIGATIONS WITH RESPECT TO SUCH
AGREEMENTS, CONTRACTS, CERTIFICATES, INSTRUMENTS, FRANCHISES, PERMITS,
TRADEMARKS, LICENSES AND OTHER DOCUMENTS.
(E)
BY ACCEPTING OR APPROVING ANYTHING REQUIRED TO BE OBSERVED,
PERFORMED OR FULFILLED OR TO BE GIVEN TO ADMINISTRATIVE AGENT AND/OR LENDERS
PURSUANT TO THIS AGREEMENT, THE SECURITY INSTRUMENT, THE NOTE OR THE OTHER LOAN
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY OFFICER'S CERTIFICATE, BALANCE
SHEET, STATEMENT OF PROFIT AND LOSS OR OTHER FINANCIAL STATEMENT, SURVEY,
APPRAISAL, OR INSURANCE POLICY, NEITHER ADMINISTRATIVE AGENT NOR LENDERS SHALL
BE DEEMED TO HAVE WARRANTED, CONSENTED TO, OR AFFIRMED THE SUFFICIENCY, THE
LEGALITY OR EFFECTIVENESS OF SAME, AND SUCH ACCEPTANCE OR APPROVAL THEREOF SHALL
NOT CONSTITUTE ANY WARRANTY OR AFFIRMATION WITH RESPECT THERETO BY
ADMINISTRATIVE AGENT OR ANY LENDER.
(F)
BORROWER RECOGNIZES AND ACKNOWLEDGES THAT IN ACCEPTING THIS
AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS,
ADMINISTRATIVE AGENT AND LENDERS ARE EXPRESSLY AND PRIMARILY RELYING ON THE
TRUTH AND ACCURACY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3
OF THIS AGREEMENT WITHOUT ANY OBLIGATION TO INVESTIGATE THE PROPERTY AND
NOTWITHSTANDING ANY INVESTIGATION OF THE PROPERTY BY ADMINISTRATIVE AGENT OR ANY
LENDER; THAT SUCH RELIANCE EXISTED ON THE PART OF ADMINISTRATIVE AGENT AND
LENDERS PRIOR TO THE DATE HEREOF, THAT THE WARRANTIES AND REPRESENTATIONS ARE A
MATERIAL INDUCEMENT TO LENDERS IN MAKING THE LOAN; AND THAT LENDERS WOULD NOT BE
WILLING TO MAKE THE LOAN AND ACCEPT THE THIS AGREEMENT, THE NOTE, THE SECURITY
INSTRUMENT AND THE OTHER LOAN DOCUMENTS IN THE ABSENCE OF THE WARRANTIES AND
REPRESENTATIONS AS SET FORTH IN ARTICLE 3
OF THIS AGREEMENT.
(G)
NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE ANY
FIDUCIARY RESPONSIBILITIES TO BORROWER AND NO PROVISION IN THIS AGREEMENT OR IN
ANY OF THE OTHER LOAN DOCUMENTS, AND NO COURSE OF DEALING BETWEEN OR AMONG ANY
OF THE PARTIES HERETO, SHALL BE DEEMED TO CREATE ANY FIDUCIARY DUTY OWING BY
ADMINISTRATIVE AGENT OR ANY LENDER TO ANY LENDER, BORROWER, OR ANY OTHER LOAN
PARTY.
NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER UNDERTAKES ANY
RESPONSIBILITY TO BORROWER TO REVIEW OR INFORM BORROWER OF ANY MATTER IN
CONNECTION WITH ANY PHASE OF BORROWER'S BUSINESS OR OPERATIONS.
SECTION 17.12
PUBLICITY; CONFIDENTIALITY.
(A)
PUBLICITY.
ALL NEWS RELEASES, PUBLICITY OR ADVERTISING BY
BORROWER OR ITS AFFILIATES THROUGH ANY MEDIA INTENDED TO REACH THE GENERAL
PUBLIC WHICH REFERS TO THIS AGREEMENT, THE NOTE,