OR SOLICITING, OR CAUSING TO BE SOLICITED,
PETITIONING CREDITORS FOR ANY INVOLUNTARY PETITION FROM ANY PERSON;
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(L)
ANY AFFILIATE OF BORROWER CONSENTING TO
OR ACQUIESCING IN OR JOINING IN AN APPLICATION FOR THE APPOINTMENT OF A
CUSTODIAN, RECEIVER, TRUSTEE, OR EXAMINER FOR BORROWER OR ANY PORTION OF THE
PROPERTY;
(M)
BORROWER MAKING AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS, OR ADMITTING IN WRITING OR IN ANY LEGAL PROCEEDING ITS INSOLVENCY
OR INABILITY TO PAY ITS DEBTS AS THEY BECOME DUE;
(N)
FAILURE TO OBTAIN LENDER'S PRIOR CONSENT TO
ANY SUBORDINATE FINANCING OR OTHER VOLUNTARY LIEN ENCUMBERING THE PROPERTY,
EXCEPT TO THE EXTENT EXPRESSLY PERMITTED HEREIN; AND
(O)
FAILURE TO OBTAIN LENDER'S PRIOR CONSENT TO
ANY ASSIGNMENT, TRANSFER, OR CONVEYANCE OF THE PROPERTY OR ANY INTEREST THEREIN
AS REQUIRED BY THE MORTGAGE OR THIS AGREEMENT.
Notwithstanding anything to the contrary in this Agreement, the Note or any of
the Loan Documents, Lender shall not be deemed to have waived any right which
Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of
the Bankruptcy Code to file a claim for the full amount of the Debt or to
require that all collateral shall continue to secure all of the Debt owing to
Lender in accordance with the Loan Documents.
SECTION 11.23
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 AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR WRITTEN, INCLUDING,
WITHOUT LIMITATION, THE TERM SHEET DATED JANUARY 6, 2006 BETWEEN BORROWER AND
LENDER, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
SECTION 11.24
SERVICER.
(A)
AT THE OPTION OF LENDER, THE LOAN MAY BE
SERVICED BY A SERVICER (THE "SERVICER") SELECTED BY LENDER AND LENDER MAY
DELEGATE ALL OR ANY PORTION OF ITS RESPONSIBILITIES UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO THE SERVICER PURSUANT TO A SERVICING AGREEMENT (THE
"SERVICING AGREEMENT") BETWEEN LENDER AND SERVICER. BORROWER SHALL NOT BE
RESPONSIBLE FOR ANY REASONABLE SET-UP FEES OR ANY OTHER INITIAL COSTS RELATING
TO OR ARISING UNDER THE SERVICING AGREEMENT NOR FOR PAYMENT OF THE MONTHLY
SERVICING FEE DUE TO THE SERVICER UNDER THE SERVICING AGREEMENT. SERVICER SHALL,
HOWEVER, BE ENTITLED TO REIMBURSEMENT OF COSTS AND EXPENSES AS AND TO THE SAME
EXTENT (BUT WITHOUT DUPLICATION) AS LENDER IS ENTITLED THERETO UNDER THE
APPLICABLE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(B)
UPON NOTICE THEREOF FROM LENDER, SERVICER
SHALL HAVE THE RIGHT TO EXERCISE ALL RIGHTS OF LENDER AND ENFORCE ALL
OBLIGATIONS OF BORROWER PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, THE NOTE
AND THE OTHER LOAN DOCUMENTS.
(C)
PROVIDED BORROWER SHALL HAVE BEEN GIVEN
NOTICE OF SERVICER'S ADDRESS BY LENDER, BORROWER SHALL DELIVER TO SERVICER
DUPLICATE ORIGINALS OF ALL NOTICES AND OTHER INSTRUMENTS WHICH BORROWER MAY OR
SHALL BE REQUIRED TO DELIVER TO LENDER PURSUANT TO THIS AGREEMENT, THE
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NOTE AND THE OTHER