ACTION INVOLVED THEREIN, TOGETHER WITH ALL REQUIRED
SERVICE OR USE TAXES.
ANY AMOUNTS PAYABLE TO ADMINISTRATIVE AGENT AND ANY
LENDER
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pursuant to this Section 17.8 shall become immediately due and payable upon
written demand and, if the
same is not paid within ten (10) Business Days from
such written demand, shall bear interest at the Default Rate from the date which
is ten (10) Business Days from such written demand until the date such amounts
have been paid.
SECTION 17.9
SCHEDULES AND EXHIBITS INCORPORATED.
THE SCHEDULES AND
EXHIBITS 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 17.10
OFFSETS, COUNTERCLAIMS AND DEFENSES.
ANY ASSIGNEE OF LENDERS'
INTEREST IN AND TO THIS AGREEMENT, THE SECURITY INSTRUMENT, 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 17.11
NO JOINT VENTURE OR PARTNERSHIP; NO THIRD PARTY BENEFICIARIES;
NON LIABILITY OF ADMINISTRATIVE AGENT AND LENDERS.
(A)
BORROWER, ADMINISTRATIVE AGENT AND LENDERS INTEND THAT THE
RELATIONSHIPS CREATED UNDER THIS AGREEMENT, THE SECURITY INSTRUMENT, THE NOTE
AND 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,
ADMINISTRATIVE AGENT AND/OR LENDERS NOR TO GRANT ADMINISTRATIVE AGENT OR ANY
LENDER ANY INTEREST IN THE PROPERTY OTHER THAN THAT OF MORTGAGEE, BENEFICIARY OR
LENDER.
(B)
THIS AGREEMENT, THE SECURITY INSTRUMENT, THE NOTE AND THE
OTHER LOAN DOCUMENTS ARE SOLELY FOR THE BENEFIT OF ADMINISTRATIVE AGENT, LENDERS
AND BORROWER AND NOTHING CONTAINED IN THIS AGREEMENT, THE SECURITY INSTRUMENT,
THE NOTE OR THE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO CONFER UPON ANYONE OTHER
THAN ADMINISTRATIVE AGENT,
LENDERS 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 LENDERS TO MAKE THE LOAN
HEREUNDER ARE IMPOSED SOLELY AND EXCLUSIVELY FOR THE BENEFIT OF LENDERS AND NO
OTHER PERSON (OTHER THAN ADMINISTRATIVE AGENT) SHALL HAVE STANDING TO REQUIRE
SATISFACTION OF SUCH CONDITIONS IN ACCORDANCE WITH THEIR TERMS OR BE ENTITLED TO
ASSUME THAT LENDERS 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 (OTHER THAN
ADMINISTRATIVE AGENT), ANY OR ALL OF WHICH MAY BE FREELY WAIVED IN WHOLE OR IN
PART BY LENDERS IF, IN LENDERS'