ENTITLED TO REQUIRE PAYMENT OF SUCH FEES AND EXPENSES AS A CONDITION
PRECEDENT TO THE OBTAINING OF ANY SUCH CONSENT, APPROVAL, WAIVER OR
CONFIRMATION.
SECTION 10.14
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.
89
SECTION 10.15
OFFSETS, COUNTERCLAIMS AND DEFENSES.
ANY
ASSIGNEE OF LENDER'S INTEREST IN AND TO THIS 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.
(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 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 ITS 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, JPM, OR ANY OF THEIR AFFILIATES SHALL BE
SUBJECT TO THE PRIOR WRITTEN APPROVAL OF LENDER.
SECTION 10.18
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