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.
106
(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 ANY PROPERTY AND THE COLLATERAL, AND BORROWER
AND LENDER ARE RELYING SOLELY UPON SUCH EXPERTISE AND BUSINESS PLAN IN
CONNECTION WITH THE OWNERSHIP AND OPERATION OF ANY PROPERTY AND THE COLLATERAL.
BORROWER IS NOT RELYING ON LENDER'S EXPERTISE, BUSINESS ACUMEN OR ADVICE IN
CONNECTION WITH ANY PROPERTY OR THE COLLATERAL.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LENDER
IS NOT 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 LENDER PURSUANT TO THIS AGREEMENT, THE
PLEDGE AGREEMENT, 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,
LENDER SHALL NOT 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 LENDER.
(F)
BORROWER RECOGNIZES AND ACKNOWLEDGES THAT IN ACCEPTING THIS
AGREEMENT, THE NOTE, THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS, LENDER
IS EXPRESSLY AND PRIMARILY RELYING ON THE TRUTH AND ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 4 OF THIS AGREEMENT WITHOUT
ANY OBLIGATION TO INVESTIGATE ANY PROPERTY OR THE COLLATERAL AND NOTWITHSTANDING
ANY INVESTIGATION OF ANY PROPERTY OR THE COLLATERAL BY LENDER; THAT SUCH
RELIANCE EXISTED ON THE PART OF LENDER PRIOR TO THE DATE HEREOF, THAT THE
WARRANTIES AND REPRESENTATIONS ARE A MATERIAL INDUCEMENT TO LENDER IN MAKING THE
LOAN; AND THAT LENDER WOULD NOT BE WILLING TO MAKE THE LOAN AND ACCEPT THIS
AGREEMENT, THE NOTE, THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS IN THE
ABSENCE OF THE WARRANTIES AND REPRESENTATIONS AS SET FORTH IN ARTICLE 4 OF THIS
AGREEMENT.
Section 20.8.
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,
Lender, or any of its Affiliates shall be subject to the prior written approval
of Lender, not to be unreasonably withheld.
Lender