ADDITIONAL
76
EXECUTED DOCUMENTS, OR AMENDMENTS AND MODIFICATIONS TO THE APPLICABLE LOAN
DOCUMENTS, (B) NEW OPINIONS OR UPDATES TO THE OPINIONS DELIVERED TO LENDER IN
CONNECTION WITH THE CLOSING OF THE LOAN, (C) ENDORSEMENTS AND/OR UPDATES TO THE
TITLE INSURANCE POLICIES DELIVERED TO LENDER IN CONNECTION WITH THE CLOSING OF
THE LOAN, AND (D) ANY OTHER CERTIFICATES, INSTRUMENTS AND DOCUMENTATION
REASONABLY DETERMINED BY LENDER AS NECESSARY OR APPROPRIATE TO SUCH SEVERANCE
(THE ITEMS DESCRIBED IN SUBSECTIONS (A) THROUGH (D) COLLECTIVELY HEREINAFTER
SHALL BE REFERRED TO AS "SEVERING DOCUMENTATION"), WHICH SEVERING DOCUMENTATION
SHALL BE ACCEPTABLE TO LENDER IN FORM AND SUBSTANCE IN ITS REASONABLE
DISCRETION.
LENDER HEREBY AGREES TO BE RESPONSIBLE FOR ALL REASONABLE
THIRD-PARTY EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION AND DELIVERY OF
THE SEVERING DOCUMENTATION AND THE EFFECTUATION OF THE UNCROSSING OF THE LOAN
FROM THE ADDITIONAL LOANS.
BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT UPON
SUCH SEVERING OF THE LOAN, LENDER MAY EFFECT, IN ITS SOLE DISCRETION, ONE OR
MORE SECURITIZATIONS OF WHICH THE SEVERED LOANS MAY BE A PART.
ARTICLE X
MISCELLANEOUS
SECTION 10.1.
SURVIVAL.
THIS AGREEMENT AND ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE HEREIN AND IN THE CERTIFICATES DELIVERED
PURSUANT HERETO SHALL SURVIVE THE MAKING BY LENDER OF THE LOAN AND THE EXECUTION
AND DELIVERY TO LENDER OF THE NOTE, AND SHALL CONTINUE IN FULL FORCE AND EFFECT
SO LONG AS ALL OR ANY OF THE DEBT IS OUTSTANDING AND UNPAID UNLESS A LONGER
PERIOD IS EXPRESSLY SET FORTH HEREIN OR IN THE OTHER LOAN DOCUMENTS.
WHENEVER
IN THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL
BE DEEMED TO INCLUDE THE LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH
PARTY.
ALL COVENANTS, PROMISES AND AGREEMENTS IN THIS AGREEMENT, BY OR ON
BEHALF OF BORROWER, SHALL INURE TO THE BENEFIT OF THE LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF LENDER.
SECTION 10.2.
LENDER'S DISCRETION.
WHENEVER PURSUANT TO THIS
AGREEMENT, LENDER EXERCISES ANY RIGHT GIVEN TO IT TO APPROVE OR DISAPPROVE, OR
ANY ARRANGEMENT OR TERM IS TO BE SATISFACTORY TO LENDER, THE DECISION OF LENDER
TO APPROVE OR DISAPPROVE OR TO DECIDE WHETHER ARRANGEMENTS OR TERMS ARE
SATISFACTORY OR NOT SATISFACTORY SHALL (EXCEPT AS IS OTHERWISE SPECIFICALLY
HEREIN PROVIDED) BE IN THE SOLE DISCRETION OF LENDER AND SHALL BE FINAL AND
CONCLUSIVE.
SECTION 10.3.
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND
APPLICABLE FEDERAL LAWS.
SECTION 10.4.
MODIFICATION, WAIVER IN WRITING.
NO MODIFICATION,
AMENDMENT, EXTENSION, DISCHARGE, TERMINATION OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT, OR OF THE NOTE, OR OF ANY OTHER LOAN DOCUMENT, NOR CONSENT TO ANY
DEPARTURE BY BORROWER THEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME
SHALL BE IN A WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT,
AND THEN