PART SUBSEQUENTLY INVALIDATED, DECLARED TO
BE FRAUDULENT OR PREFERENTIAL, SET ASIDE OR REQUIRED TO BE REPAID TO A TRUSTEE,
RECEIVER OR ANY OTHER PARTY UNDER ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW,
COMMON LAW OR EQUITABLE CAUSE, THEN, TO THE EXTENT OF SUCH PAYMENT OR PROCEEDS
RECEIVED, THE DEBT OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND
CONTINUE IN FULL FORCE AND EFFECT, AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN
RECEIVED BY LENDER.
THIS PROVISION SHALL SURVIVE THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT AND THE REPAYMENT OF THE DEBT.
10.12
WAIVER OF NOTICE.
BORROWER SHALL NOT BE ENTITLED TO ANY
NOTICES OF ANY NATURE WHATSOEVER FROM LENDER EXCEPT WITH RESPECT TO MATTERS FOR
WHICH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SPECIFICALLY AND EXPRESSLY
REQUIRES THE GIVING OF NOTICE BY LENDER TO BORROWER AND EXCEPT WITH RESPECT TO
MATTERS FOR WHICH BORROWER IS NOT, PURSUANT TO APPLICABLE LEGAL REQUIREMENTS,
PERMITTED TO WAIVE THE GIVING OF NOTICE.
BORROWER HEREBY EXPRESSLY WAIVES THE
RIGHT TO RECEIVE ANY NOTICE FROM LENDER WITH RESPECT TO ANY MATTER FOR WHICH NO
LOAN DOCUMENT SPECIFICALLY AND EXPRESSLY REQUIRES THE GIVING OF NOTICE BY LENDER
TO BORROWER.
10.13
REMEDIES OF BORROWER.
IF A CLAIM OR ADJUDICATION IS MADE
THAT LENDER OR ANY OF ITS AGENTS, INCLUDING SERVICER, HAS ACTED UNREASONABLY OR
UNREASONABLY DELAYED ACTING IN ANY CASE
83
WHERE BY LAW OR UNDER ANY LOAN DOCUMENT, LENDER OR ANY SUCH AGENT, AS THE CASE
MAY BE, HAS AN OBLIGATION TO ACT REASONABLY OR PROMPTLY, BORROWER AGREES THAT
NEITHER LENDER NOR ITS AGENTS, INCLUDING SERVICER, SHALL BE LIABLE FOR ANY
MONETARY DAMAGES, AND BORROWER'S SOLE REMEDY SHALL BE TO COMMENCE AN ACTION
SEEKING INJUNCTIVE RELIEF OR DECLARATORY JUDGMENT.
ANY ACTION OR PROCEEDING TO
DETERMINE WHETHER LENDER HAS ACTED REASONABLY SHALL BE DETERMINED BY AN ACTION
SEEKING DECLARATORY JUDGMENT.
BORROWER SPECIFICALLY WAIVES ANY CLAIM AGAINST
LENDER AND ITS AGENTS, INCLUDING SERVICER, WITH RESPECT TO ACTIONS TAKEN BY
LENDER OR ITS AGENTS ON BORROWER'S BEHALF.
10.14
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, UNDERSTANDINGS AND NEGOTIATIONS AMONG OR BETWEEN SUCH PARTIES,
WHETHER ORAL OR WRITTEN, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
10.15
OFFSETS, COUNTERCLAIMS AND DEFENSES.
BORROWER HEREBY
WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM,
IN ANY ACTION OR PROCEEDING BROUGHT AGAINST BORROWER BY LENDER OR ITS AGENTS,
INCLUDING SERVICER, OR OTHERWISE OFFSET ANY OBLIGATIONS TO MAKE PAYMENTS
REQUIRED UNDER THE LOAN DOCUMENTS.
ANY ASSIGNEE OF LENDER'S INTEREST IN AND TO
THE LOAN DOCUMENTS SHALL TAKE THE SAME FREE AND CLEAR OF ALL OFFSETS,
COUNTERCLAIMS OR DEFENSES WHICH BORROWER MAY OTHERWISE HAVE (INCLUDING WITH
RESPECT TO ANY FUTURE FUNDING OBLIGATION, IF ANY, OR ANY DEFAULT OR DISPUTE
RELATING THERETO) AGAINST ANY ASSIGNOR OF SUCH DOCUMENTS, AND NO SUCH OFFSET,
COUNTERCLAIM OR DEFENSE SHALL BE INTERPOSED OR