THE SPONSOR
EXPRESSLY CONSENTS TO THE FOREGOING ARRANGEMENTS AND AGREES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THAT ANY PARTICIPANT HOLDING A FUNDED PARTICIPANT'S
INTEREST OR A PARTICIPATION IN A FUNDED PARTICIPANT'S INTEREST DEEMED TO HAVE
BEEN SO PURCHASED MAY EXERCISE ANY AND ALL RIGHTS OF BANKER'S LIEN, SETOFF OR
COUNTERCLAIM WITH RESPECT TO ANY AND ALL MONEYS OWING BY THE SPONSOR TO SUCH
PARTICIPANT BY REASON THEREOF.
SERVICER'S SERVICING OBLIGATIONS; DISTRIBUTION OF PAYMENTS
SERVICER'S OBLIGATIONS WITH RESPECT TO LOANS; COLLATERAL; NON-RECOURSE.
THE SERVICER SHALL, FOR ITSELF AND THE BENEFIT OF ALL OF THE PARTICIPANTS AND
THE SPONSOR, (I) DOCUMENT, CLOSE, MANAGE, ADMINISTER AND COLLECT THE LOANS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE SERVICING AGREEMENT AND
EXERCISE ALL DISCRETIONARY POWERS INVOLVED IN SUCH MANAGEMENT, ADMINISTRATION
AND COLLECTION AND (II) SHALL DISTRIBUTE THE FUNDS RECEIVED WITH RESPECT TO THE
LOANS AND FROM THE SPONSOR IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THE
SERVICER AGREES THAT IT WILL EXERCISE THE SAME CARE IN ADMINISTERING THE LOANS
AS IT EXERCISES WITH RESPECT TO LOANS OF SIMILAR SIZE AND TYPE AND IN ACCORDANCE
WITH THE TERMS OF THE SERVICING AGREEMENT AND SECTION 10.13 HERETO.
THE FORMS OF LOAN AGREEMENT AND MASTER NOTE USED BY THE SERVICER AS
DOCUMENTATION FOR EACH LOAN ON AND AFTER THE EFFECTIVE DATE SHALL BE
SUBSTANTIALLY IN THE FORMS ATTACHED HERETO.
THE
SPONSOR SHALL HAVE THE RIGHT TO DIRECT THE SERVICER TO MAKE MODIFICATIONS TO
SUCH FORMS AND AMENDMENTS THERETO FROM TIME BUT THE SPONSOR MAY NOT DIRECT THE
SERVICER TO REVISE OR AMEND SUCH FORMS SO AS TO BE INCONSISTENT WITH THE TERMS
OF SECTION 2.1 (C) AND (D).
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH OF THE
PARTICIPANTS ACKNOWLEDGES AND AGREES THAT THE SERVICER SHALL HAVE NO OBLIGATION
TO THE PARTICIPANTS WITH RESPECT TO THE OBTAINING OR RETENTION OF ANY GUARANTIES
REQUIRED BY THE SPONSOR (OTHER THAN TO DISTRIBUTE ANY PROCEEDS THEREFROM IN
ACCORDANCE WITH THE TERMS OF THIS ARTICLE 3).
THE PARTICIPANTS ACKNOWLEDGE AND
AGREE THAT THE SPONSOR HAS THE RIGHT TO RELEASE OR MODIFY THE TERMS OF, OR NOT
REQUIRE, ANY PERSONAL GUARANTY OR ANY SPOUSAL CONSENT.
IN ADDITION, EACH OF THE PARTICIPANTS ACKNOWLEDGES AND AGREES THAT THE
OBLIGATIONS OF THE SERVICER WITH RESPECT TO THE COLLATERAL SHALL BE EXPRESSLY
LIMITED TO THE FILING OF FINANCING STATEMENTS (BUT NOT FIXTURE FILINGS) IN THE
LOCATIONS INDICATED IN THE APPLICABLE FUNDING APPROVAL NOTICE FOR EACH BORROWER
AND FILING CONTINUATION STATEMENTS WITH RESPECT THERETO AND TAKING ENFORCEMENT
ACTION IN ACCORDANCE WITH SECTION 10.13 HERETO.
EACH OF THE PARTICIPANTS ACKNOWLEDGES AND AGREES THAT ALL PAYMENTS MADE TO THE
PARTICIPANTS PURSUANT TO THIS AGREEMENT BY THE SERVICER SHALL BE MADE SOLELY
FROM AMOUNTS RECEIVED FROM THE SPONSOR, THE BORROWERS AND OTHER OBLIGORS OR
COLLATERAL UNDER THE APPLICABLE LOAN DOCUMENTS AND THE SERVICER SHALL HAVE NO
PERSONAL LIABILITY FOR ANY AMOUNTS PAYABLE TO THE PARTICIPANTS HEREUNDER.
EACH
OF THE PARTICIPANTS ACKNOWLEDGES AND AGREES THAT THE SERVICER SHALL BE RELYING
SOLELY UPON THE SPONSOR FOR