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23. Illegality. If any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, it shall not affect the validity, legality and enforceability of the remaining provisions of this Agreement. 24. Changes in Writing. No modification, amendment or waiver of, or consent to any departure by Borrower, Mezzanine Borrower or Creditor from, any provision of this Agreement, will be effective unless made in a writing and signed by Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Borrower in any case will entitle Borrower to any other or further notice or demand in the same, similar or other circumstance. 25. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 26. Counterparts. This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission. 27. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of Borrower, Mezzanine Borrower, Creditor and Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that neither Borrower, Mezzanine Borrower nor Creditor may assign this Agreement in whole or in part without Bank's prior written consent and Bank at any time may assign this Agreement in whole or in part. No claims or rights are intended to be created hereunder for the benefit of Borrower, Mezzanine Borrower or any alleged third party beneficiary hereof. 28. Interpretation. In this Agreement, unless the parties otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and /or ", the words "including ", "includes" and "include" shall be deemed to be followed by the words "without limitation "; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. If this Agreement is executed by more than one party as Borrower, Mezzanine Borrower or Creditor, the obligations of such persons or entities hereunder will be joint and several. 1616593v10 (4982- 95337) 11