FROM TIME TO TIME AS IF SUCH PARTICIPANT WERE A LENDER; PROVIDED THAT, IN THE
CASE OF SECTION 2.10, SUCH PARTICIPANT SHALL HAVE COMPLIED WITH THE REQUIREMENTS
OF SAID SECTION, AND PROVIDED, FURTHER, THAT NO PARTICIPANT SHALL BE ENTITLED TO
RECEIVE ANY GREATER AMOUNT PURSUANT TO SECTION 2.10 THAN THE TRANSFEROR LENDER
WOULD HAVE BEEN ENTITLED TO RECEIVE IN RESPECT OF THE AMOUNT OF THE
PARTICIPATION TRANSFERRED BY SUCH TRANSFEROR LENDER TO SUCH PARTICIPANT HAD NO
SUCH TRANSFER OCCURRED.
(B)
LENDER MAY FROM TIME TO TIME ELECT TO ENTER INTO A SERVICING
AGREEMENT WITH A SERVICER, PURSUANT TO WHICH THE SERVICER SHALL BE APPOINTED TO
SERVICE AND ADMINISTER THE LOAN AND THE ACCOUNT COLLATERAL IN ACCORDANCE WITH
THE TERMS HEREOF AND TO EXERCISE ANY AND ALL OTHER RIGHTS OF LENDER WITH RESPECT
TO THE LOAN AS SET FORTH IN SUCH SERVICING AGREEMENT. LENDER SHALL PROMPTLY
NOTIFY BORROWER IF LENDER SHALL ELECT TO APPOINT OR CHANGE THE SERVICER, AND ALL
NOTICES AND OTHER COMMUNICATIONS FROM BORROWER TO LENDER SHALL BE DELIVERED TO
THE SERVICER WITH A COPY CONCURRENTLY DELIVERED TO THE LENDER, AND ANY NOTICE,
DIRECTION OR OTHER COMMUNICATION FROM THE SERVICER TO BORROWER SHALL HAVE THE
SAME FORCE AND EFFECT AS A NOTICE, DIRECTION OR COMMUNICATION FROM LENDER. THE
SERVICER SHALL BE ENTITLED TO BE REIMBURSED FOR ANY COST, EXPENSE OR LIABILITY
WHICH IS INCURRED BY THE SERVICER PURSUANT TO SUCH SERVICING AND ADMINISTRATIVE
DUTIES AND WHICH WOULD OTHERWISE BE REIMBURSABLE TO LENDER UNDER THIS
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AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE SAME MANNER AND TO THE SAME EXTENT
AS IF LENDER INCURRED SUCH COST, EXPENSE OR LIABILITY IN THE FIRST PLACE. THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE SERVICER SHALL BE A THIRD PARTY
BENEFICIARY TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 9.10.
SEVERABILITY. WHEREVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
SECTION 9.11.
PREFERENCES. LENDER SHALL HAVE NO OBLIGATION TO MARSHAL
ANY ASSETS IN FAVOR OF BORROWER OR ANY OTHER PARTY OR AGAINST OR IN PAYMENT OF
ANY OR ALL OF THE OBLIGATIONS OF BORROWER PURSUANT TO THIS AGREEMENT, THE NOTE
OR ANY OTHER LOAN DOCUMENT. LENDER SHALL HAVE THE CONTINUING AND EXCLUSIVE RIGHT
TO APPLY OR REVERSE AND REAPPLY ANY AND ALL PAYMENTS BY BORROWER TO ANY PORTION
OF THE OBLIGATIONS OF BORROWER HEREUNDER, PROVIDED THAT SUCH APPLICATION OR
REAPPLICATION IS PERFORMED BY LENDER IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY OTHER APPLICABLE LOAN DOCUMENT. TO THE EXTENT BORROWER MAKES A
PAYMENT OR PAYMENTS TO LENDER FOR BORROWER'S BENEFIT, WHICH PAYMENT OR PROCEEDS
OR ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR
PREFERENTIAL, SET ASIDE OR REQUIRED TO