LENDER FOR ANY CUSTOMARY FEES OR EXPENSES PAYABLE TO
ANY RATING AGENCY IN CONNECTION WITH ANY CONSENT, APPROVAL, WAIVER OR
CONFIRMATION OBTAINED FROM SUCH RATING AGENCY PURSUANT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND LENDER SHALL BE
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 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 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 the Loan and the Loan 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 the Loan
or the Loan 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
RELATIONSHIP 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.
(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
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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
Counterparts.
This Agreement may be executed in multiple counterparts, each of which, for all
purposes, shall be deemed an original, and all of which together shall
constitute one and the same agreement.
Section 10.18
Waiver of Marshalling of Assets;
Cross-Default; Cross Collateralization.
(A)
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE