THE SECURITIZATION, AND (C) PROVIDING IN CONNECTION WITH ANY RATING OF THE
LOANS A CERTIFICATE (I) AGREEING TO INDEMNIFY THE LENDERS AND THEIR AFFILIATES,
ANY OF THE RATING AGENCIES, OR ANY PARTY PROVIDING CREDIT SUPPORT OR OTHERWISE
PARTICIPATING IN THE SECURITIZATION (COLLECTIVELY, THE "SECURITIZATION PARTIES")
FOR ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (THE "LIABILITIES") TO WHICH THE
LENDERS, THEIR AFFILIATES OR SUCH SECURITIZATION PARTIES MAY BECOME SUBJECT
INSOFAR AS THE LIABILITIES ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT
OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN ANY FINANCING
AGREEMENT OR IN ANY WRITING DELIVERED BY OR ON BEHALF OF ANY BORROWER OR
GUARANTOR TO THE LENDERS IN CONNECTION WITH ANY LOAN DOCUMENT OR ARISE OUT OF OR
ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT
REQUIRED TO BE STATED THEREIN, OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING, AND SUCH INDEMNITY SHALL SURVIVE ANY TRANSFER BY THE LENDERS OR
THEIR SUCCESSORS OR ASSIGNS OF THE LOANS AND (II) AGREEING TO REIMBURSE THE
LENDERS AND THEIR AFFILIATES FOR ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED
BY SUCH PERSONS IN CONNECTION WITH DEFENDING THE LIABILITIES.
(G)
BORROWERS SHALL ASSIST AGENT OR ANY LENDER PERMITTED TO SELL
ASSIGNMENTS OR PARTICIPATIONS UNDER THIS SECTION 14.7 IN WHATEVER MANNER
REASONABLY NECESSARY IN ORDER TO ENABLE OR EFFECT ANY SUCH ASSIGNMENT OR
PARTICIPATION, INCLUDING (BUT NOT LIMITED TO) THE EXECUTION AND DELIVERY OF ANY
AND ALL AGREEMENTS, NOTES AND OTHER DOCUMENTS AND INSTRUMENTS AS SHALL BE
REQUESTED AND THE DELIVERY OF INFORMATIONAL MATERIALS, APPRAISALS OR OTHER
DOCUMENTS
133
for, and the participation of relevant management in meetings and conference
calls with, potential Lenders or Participants. Borrowers shall certify the
correctness, completeness and accuracy, in all material respects, of all
descriptions of Borrowers and their affairs provided, prepared or reviewed by
Borrowers that are contained in any selling materials and all other information
provided by it and included in such materials.
14.8
ENTIRE AGREEMENT.
THIS AGREEMENT, THE OTHER FINANCING AGREEMENTS,
ANY SUPPLEMENTS HERETO OR THERETO, AND ANY INSTRUMENTS OR DOCUMENTS DELIVERED OR
TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH REPRESENTS THE ENTIRE
AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF AND THEREOF
BETWEEN THE PARTIES HERETO, AND SUPERSEDE ALL OTHER PRIOR AGREEMENTS,
UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES,
COMMITMENTS, PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER
HEREOF, WHETHER ORAL OR WRITTEN. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE
TERMS OF THIS AGREEMENT AND ANY SCHEDULE OR EXHIBIT HERETO, THE TERMS OF THIS
AGREEMENT SHALL GOVERN.
14.9
USA PATRIOT ACT.
EACH LENDER SUBJECT TO THE USA PATRIOT ACT (TITLE
III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001) (THE "ACT") HEREBY
NOTIFIES BORROWERS AND GUARANTORS THAT PURSUANT TO THE REQUIREMENTS OF THE ACT,
IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH
PERSON OR CORPORATION WHO OPENS AN ACCOUNT AND/OR ENTERS INTO A BUSINESS
RELATIONSHIP