OF LENDER UNDER THIS AGREEMENT SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF
ANY OTHER RIGHT, POWER OR REMEDY WHICH LENDER MAY HAVE AGAINST BORROWER PURSUANT
TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR EXISTING AT LAW OR IN EQUITY
OR OTHERWISE.
LENDER'S RIGHTS, POWERS AND REMEDIES MAY BE PURSUED SINGULARLY,
CONCURRENTLY OR OTHERWISE, AT SUCH TIME AND IN SUCH ORDER AS LENDER MAY
DETERMINE IN LENDER'S SOLE DISCRETION.
NO DELAY OR OMISSION TO EXERCISE ANY
REMEDY, RIGHT OR POWER ACCRUING UPON AN EVENT OF DEFAULT SHALL IMPAIR ANY SUCH
REMEDY, RIGHT OR POWER OR SHALL BE CONSTRUED AS A WAIVER THEREOF, BUT ANY SUCH
REMEDY, RIGHT OR POWER MAY BE EXERCISED FROM TIME TO TIME AND AS OFTEN AS MAY BE
DEEMED EXPEDIENT.
A WAIVER OF ONE DEFAULT OR EVENT OF DEFAULT WITH RESPECT TO
BORROWER SHALL NOT BE CONSTRUED TO BE A WAIVER OF ANY SUBSEQUENT DEFAULT OR
EVENT OF DEFAULT BY BORROWER OR TO IMPAIR ANY REMEDY, RIGHT OR POWER CONSEQUENT
THEREON.
IX.
SPECIAL PROVISIONS
SECTION 9.1
SECURITIZATION.
9.1.1
SALE OF NOTES AND SECURITIZATION.
BORROWER ACKNOWLEDGES AND AGREES
THAT LENDER MAY SELL ALL OR ANY PORTION OF THE LOAN AND THE LOAN DOCUMENTS, OR
ISSUE ONE OR MORE PARTICIPATIONS THEREIN, OR CONSUMMATE ONE OR MORE PRIVATE OR
PUBLIC SECURITIZATIONS OF RATED SINGLE- OR MULTI-CLASS SECURITIES (THE
"SECURITIES") SECURED BY OR EVIDENCING OWNERSHIP INTERESTS IN ALL OR ANY PORTION
OF THE LOAN AND THE LOAN DOCUMENTS OR A POOL OF ASSETS THAT INCLUDE THE LOAN AND
THE LOAN DOCUMENTS (SUCH SALES, PARTICIPATIONS AND/OR SECURITIZATIONS,
COLLECTIVELY, A "SECURITIZATION").
BORROWER IRREVOCABLY WAIVES ALL RIGHTS, IF
ANY, TO PROHIBIT DISCLOSURES REQUIRED BY LAW OR THE RATING AGENCIES OR THEN
CURRENT MARKET STANDARDS AS REASONABLY DETERMINED BY LENDER IN CONNECTION WITH
ANY SECURITIZATION, INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF PRIVACY.
LENDER
AND EACH RATING AGENCY SHALL BE ENTITLED TO RELY ON THE INFORMATION SUPPLIED BY,
OR ON BEHALF OF, BORROWER AND BORROWER INDEMNIFIES AND HOLDS HARMLESS THE
INDEMNIFIED PARTIES, THEIR AFFILIATES AND EACH PERSON WHO CONTROLS SUCH PERSONS
WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OF 1933, AS AMENDED FROM
TIME TO TIME, OR SECTION 20 OF THE SECURITIES EXCHANGE ACT OF 1934, AS SAME MAY
BE AMENDED FROM TIME TO TIME, FOR, FROM AND AGAINST ANY CLAIMS, DEMANDS,
PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF
WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, WHETHER
INCURRED OR IMPOSED WITHIN OR OUTSIDE THE JUDICIAL PROCESS, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND
79
DISBURSEMENTS THAT ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN SUCH INFORMATION OR
ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN
A MATERIAL FACT REQUIRED TO BE STATED IN SUCH INFORMATION OR NECESSARY IN ORDER
TO MAKE THE STATEMENTS IN SUCH INFORMATION, OR IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING (BORROWER'S INDEMNITY UNDER THIS
SECTION 9.1.1, WITH RESPECT