OR JOINING IN ANY INVOLUNTARY PETITION FILED AGAINST IT BY ANY OTHER PERSON
UNDER THE BANKRUPTCY CODE OR ANY OTHER FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY
LAW, OR SOLICITING, OR CAUSING TO BE SOLICITED, PETITIONING CREDITORS FOR ANY
INVOLUNTARY PETITION AGAINST BORROWER FROM ANY PERSON;
(N)
ANY AFFILIATE OF BORROWER CONSENTING TO OR ACQUIESCING IN OR
JOINING IN AN APPLICATION FOR THE APPOINTMENT OF A CUSTODIAN, RECEIVER, TRUSTEE,
OR EXAMINER FOR BORROWER OR ANY PORTION OF THE PROPERTY;
93
(O)
BORROWER MAKING AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR
ADMITTING IN WRITING OR IN ANY LEGAL PROCEEDING ITS INSOLVENCY OR INABILITY TO
PAY ITS DEBTS AS THEY BECOME DUE;
(P)
FAILURE TO OBTAIN LENDER'S PRIOR CONSENT TO ANY SUBORDINATE
FINANCING OR OTHER VOLUNTARY LIEN ENCUMBERING THE PROPERTY, EXCEPT TO THE EXTENT
EXPRESSLY PERMITTED HEREIN; AND
(Q)
FAILURE TO OBTAIN LENDER'S PRIOR CONSENT TO ANY ASSIGNMENT,
TRANSFER, OR CONVEYANCE OF THE PROPERTY OR ANY INTEREST THEREIN AS REQUIRED BY
THE MORTGAGE OR THIS AGREEMENT.
Notwithstanding anything to the contrary in this Agreement, the Note or any of
the Loan Documents, Lender shall not be deemed to have waived any right which
Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of
the Bankruptcy Code to file a claim for the full amount of the Debt or to
require that all collateral shall continue to secure all of the Debt owing to
Lender in accordance with the Loan Documents.
SECTION 11.23
PRIOR AGREEMENTS.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR
AGREEMENTS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR WRITTEN, INCLUDING,
WITHOUT LIMITATION, THE TERM SHEET DATED JULY 26, 2006 BETWEEN BEACON CAPITAL
STRATEGIC PARTNERS IV ACQUISITION, LLC AND LENDER, ARE SUPERSEDED BY THE TERMS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 11.24
SERVICER.
(A)
AT THE OPTION OF LENDER, THE LOAN MAY BE SERVICED BY A SERVICER
(THE "SERVICER") SELECTED BY LENDER AND LENDER MAY DELEGATE ALL OR ANY PORTION
OF ITS RESPONSIBILITIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE
SERVICER PURSUANT TO A SERVICING AGREEMENT (THE "SERVICING AGREEMENT") BETWEEN
LENDER AND SERVICER. BORROWER SHALL NOT BE RESPONSIBLE FOR ANY REASONABLE SET-UP
FEES OR ANY OTHER INITIAL COSTS RELATING TO OR ARISING UNDER THE SERVICING
AGREEMENT NOR FOR PAYMENT OF THE MONTHLY SERVICING FEE DUE TO THE SERVICER UNDER
THE SERVICING AGREEMENT. SERVICER SHALL, HOWEVER, BE ENTITLED TO REIMBURSEMENT
OF COSTS AND EXPENSES AS AND TO THE SAME EXTENT (BUT WITHOUT DUPLICATION) AS
LENDER IS ENTITLED THERETO UNDER THE APPLICABLE PROVISIONS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
(B)
UPON NOTICE THEREOF FROM LENDER, SERVICER SHALL HAVE THE RIGHT TO
EXERCISE ALL RIGHTS OF LENDER AND ENFORCE ALL OBLIGATIONS OF BORROWER PURSUANT
TO THE PROVISIONS OF THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS.
(C)
PROVIDED BORROWER SHALL HAVE BEEN GIVEN NOTICE OF SERVICER'S
ADDRESS BY LENDER,