under this Section 9.1 shall be
paid by Lender.
SECTION 9.2.
SECURITIZATION. BORROWER
UNDERSTANDS THAT CERTAIN OF THE PROVIDED INFORMATION MAY BE INCLUDED IN
DISCLOSURE DOCUMENTS IN CONNECTION WITH THE SECURITIZATION, INCLUDING, WITHOUT
LIMITATION, A PROSPECTUS, PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM
(EACH, A "DISCLOSURE DOCUMENT") AND MAY ALSO BE INCLUDED IN FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED (THE
72
"SECURITIES ACT"), OR THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT"), OR PROVIDED OR MADE AVAILABLE TO INVESTORS OR PROSPECTIVE
INVESTORS IN THE SECURITIES, THE RATING AGENCIES, AND SERVICE PROVIDERS RELATING
TO THE SECURITIZATION. IN THE EVENT THAT THE DISCLOSURE DOCUMENT IS REQUIRED TO
BE REVISED PRIOR TO THE SALE OF ALL SECURITIES, BORROWER WILL COOPERATE WITH THE
HOLDER OF THE NOTE IN UPDATING THE DISCLOSURE DOCUMENT BY PROVIDING ALL CURRENT
INFORMATION NECESSARY TO KEEP THE DISCLOSURE DOCUMENT ACCURATE AND COMPLETE IN
ALL MATERIAL RESPECTS.
SECTION 9.3.
RATING SURVEILLANCE. LENDER, AT
ITS OPTION, MAY RETAIN THE RATING AGENCIES TO PROVIDE RATING SURVEILLANCE
SERVICES ON ANY CERTIFICATES ISSUED IN A SECURITIZATION. SUCH RATING
SURVEILLANCE WILL BE AT THE EXPENSE OF LENDER (THE "RATING SURVEILLANCE
CHARGE").
SECTION 9.4.
EXCULPATION. SUBJECT TO THE
QUALIFICATIONS BELOW, LENDER SHALL NOT ENFORCE THE LIABILITY AND OBLIGATION OF
BORROWER TO PERFORM AND OBSERVE THE OBLIGATIONS CONTAINED IN THE NOTE, THIS
AGREEMENT, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS BY ANY ACTION OR PROCEEDING
WHEREIN A MONEY JUDGMENT SHALL BE SOUGHT AGAINST BORROWER, EXCEPT THAT LENDER
MAY BRING A FORECLOSURE ACTION, AN ACTION FOR SPECIFIC PERFORMANCE OR ANY OTHER
APPROPRIATE ACTION OR PROCEEDING TO ENABLE LENDER TO ENFORCE AND REALIZE UPON
ITS INTEREST UNDER THE NOTE, THIS AGREEMENT, THE MORTGAGE AND THE OTHER LOAN
DOCUMENTS, OR IN THE PROPERTY, THE RENTS FOLLOWING AN EVENT OF DEFAULT, OR ANY
OTHER COLLATERAL GIVEN TO LENDER PURSUANT TO THE LOAN DOCUMENTS; PROVIDED,
HOWEVER, THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ANY JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE ENFORCEABLE AGAINST BORROWER ONLY TO THE EXTENT OF
BORROWER'S INTEREST IN THE PROPERTY, IN THE RENTS FOLLOWING AN EVENT OF DEFAULT
AND IN ANY OTHER COLLATERAL GIVEN TO LENDER, AND LENDER, BY ACCEPTING THE NOTE,
THIS AGREEMENT, THE MORTGAGE AND THE OTHER LOAN DOCUMENTS, AGREES THAT IT SHALL
NOT SUE FOR, SEEK OR DEMAND ANY DEFICIENCY JUDGMENT AGAINST BORROWER IN ANY SUCH
ACTION OR PROCEEDING UNDER OR BY REASON OF OR UNDER OR IN CONNECTION WITH THE
NOTE, THIS AGREEMENT, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS. THE PROVISIONS
OF THIS SECTION SHALL NOT, HOWEVER, (A) CONSTITUTE A WAIVER, RELEASE OR
IMPAIRMENT OF ANY OBLIGATION EVIDENCED OR SECURED BY ANY OF THE LOAN DOCUMENTS;
(B) IMPAIR THE RIGHT OF LENDER TO NAME BORROWER AS A PARTY DEFENDANT IN ANY
ACTION OR SUIT FOR FORECLOSURE AND SALE UNDER ANY OF THE MORTGAGE; (C) AFFECT
THE VALIDITY OR ENFORCEABILITY OF OR ANY GUARANTY MADE IN CONNECTION WITH THE
LOAN OR ANY OF THE RIGHTS AND REMEDIES OF LENDER THEREUNDER;