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.
Other than in connection with a Securitization, 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, Barclays, Citi or any of their Affiliates
shall be subject to the prior written approval of Lender and Borrower, which
shall not be unreasonably withheld.
Notwithstanding the foregoing, disclosure
required by any federal or State securities laws, rules or regulations, as
determined by Borrower's counsel, shall not be subject to the prior written
approval of Lender.
Section 10.18
Cross-Default; Cross-Collateralization; Waiver of
Marshalling of Assets.
(A)
BORROWER ACKNOWLEDGES THAT LENDER HAS MADE THE LOAN TO BORROWER
UPON THE SECURITY OF ITS COLLECTIVE INTEREST IN THE PROPERTIES AND IN RELIANCE
UPON THE AGGREGATE OF THE PROPERTIES TAKEN TOGETHER BEING OF GREATER VALUE AS
COLLATERAL SECURITY THAN THE SUM OF EACH INDIVIDUAL PROPERTY TAKEN SEPARATELY.
BORROWER AGREES THAT THE SECURITY INSTRUMENTS ARE AND WILL BE
CROSS-COLLATERALIZED AND CROSS-DEFAULTED WITH EACH OTHER SO THAT (I) AN EVENT OF
DEFAULT UNDER ANY OF THE SECURITY INSTRUMENTS SHALL CONSTITUTE AN EVENT OF
DEFAULT UNDER EACH OF THE OTHER SECURITY INSTRUMENTS WHICH SECURE THE NOTE; (II)
AN EVENT OF DEFAULT UNDER THE NOTE OR THIS AGREEMENT SHALL CONSTITUTE AN EVENT
OF DEFAULT UNDER EACH SECURITY INSTRUMENT; (III) EACH SECURITY INSTRUMENT SHALL
CONSTITUTE SECURITY FOR THE NOTE AS IF A SINGLE BLANKET LIEN WERE PLACED ON ALL
OF THE PROPERTIES AS SECURITY FOR THE NOTE; AND (IV) SUCH
CROSS-COLLATERALIZATION SHALL IN NO EVENT BE DEEMED TO CONSTITUTE A FRAUDULENT
CONVEYANCE.
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 INTERESTS IN BORROWER,
AND OF THE PROPERTIES, OR TO A SALE IN INVERSE ORDER OF ALIENATION IN THE EVENT
OF FORECLOSURE OF ALL OR ANY OF THE SECURITY INSTRUMENTS, AND AGREES NOT TO
ASSERT ANY RIGHT UNDER ANY LAWS PERTAINING TO THE MARSHALLING OF ASSETS,