"LENDER" HEREUNDER; AND (C) UPON ANY SUCH SUBSTITUTION OF
LENDER, A REPLACEMENT OR ADDITION "LENDER SIGNATURE PAGE" SHALL BE EXECUTED BY
THE NEW LENDER AND ATTACHED TO THIS AGREEMENT AND THEREUPON BECOME A PART OF
THIS AGREEMENT. AFTER THE EFFECTIVENESS OF ANY ASSIGNMENT, THE NEW LENDER SHALL
PROVIDE NOTICE TO BORROWER OF THE IDENTITY, ADDRESS AND OTHER PERTINENT
INFORMATION PERTAINING TO THE NEW LENDER. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, AFTER AN ASSIGNMENT BY ANY LENDER, THE "LENDER"
(PRIOR TO SUCH ASSIGNMENT) SHALL CONTINUE TO HAVE THE BENEFITS OF ANY RIGHTS OR
INDEMNIFICATIONS AND SHALL CONTINUE TO HAVE THE OBLIGATIONS CONTAINED HEREIN
WHICH SUCH LENDER HAD DURING THE PERIOD SUCH PARTY WAS A "LENDER" HEREUNDER.
BORROWER SHALL NOT BE OBLIGATED TO INTERACT DIRECTLY WITH ANY PARTICIPANT IN THE
LOAN OR TO PAY OR REIMBURSE THE AGENT OR ANY LENDER FOR ANY TRANSACTION COSTS
THAT WOULD NOT HAVE BEEN INCURRED BY THE AGENT OR SUCH LENDER HAD NO SUCH
PARTICIPATION IN THE LOAN BEEN ISSUED.
(B)
THE AGENT 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 THE LENDERS WITH
RESPECT TO THE LOAN AS SET FORTH IN SUCH SERVICING AGREEMENT. THE AGENT SHALL
PROMPTLY NOTIFY THE BORROWER IF THE AGENT SHALL ELECT TO APPOINT OR CHANGE THE
SERVICER, AND ALL NOTICES AND OTHER COMMUNICATIONS FROM THE BORROWER TO THE
AGENT SHALL BE DELIVERED TO THE SERVICER WITH A COPY CONCURRENTLY DELIVERED TO
THE AGENT, AND ANY NOTICE, DIRECTION OR OTHER COMMUNICATION FROM THE SERVICER TO
THE BORROWER SHALL HAVE THE SAME FORCE AND EFFECT AS A NOTICE, DIRECTION OR
COMMUNICATION FROM THE AGENT. 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 THE LENDERS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN
THE SAME MANNER AND TO THE SAME EXTENT AS IF THE LENDERS 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 8.10.
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 8.11.
PREFERENCES.
AGENT AND THE LENDERS 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