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.
76
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 SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY
IN THE SPECIFIC INSTANCE, AND FOR THE PURPOSE, FOR WHICH GIVEN. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, NO NOTICE TO, OR DEMAND ON BORROWER, SHALL
ENTITLE BORROWER TO ANY OTHER OR FUTURE