TO THE SERVICER BY LENDER, WHETHER PURSUANT TO THE TERMS
OF THIS AGREEMENT, ANY POOLING AND SERVICING AGREEMENT OR SIMILAR AGREEMENT
ENTERED INTO AS A RESULT OF A SECONDARY MARKET TRANSACTION, THE DEPOSIT ACCOUNT
AGREEMENT OR OTHERWISE, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY
INCIDENTAL THERETO.
BORROWER SHALL PAY ANY REASONABLE FEES AND EXPENSES OF THE
SERVICER IN CONNECTION WITH A RELEASE
80
OF THE PROPERTY, ASSUMPTION OR MODIFICATION OF THE LOAN, ENFORCEMENT OF THE LOAN
DOCUMENTS OR ANY OTHER ACTION TAKEN BY SERVICER HEREUNDER ON BEHALF OF LENDER,
TO THE EXTENT SUCH ACTIONS ARE PERMITTED TO BE TAKEN PURSUANT TO THE TERMS OF
THE LOAN DOCUMENTS, BUT ONLY TO THE EXTENT THAT BORROWER ARE EXPRESSLY REQUIRED
TO PAY SUCH EXPENSES PURSUANT TO THE TERMS OF THIS AGREEMENT.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT ANY MATTER DESCRIBED IN
THIS AGREEMENT REQUIRES THE CONSENT OR APPROVAL OF THE SPECIAL SERVICER UNDER
THE POOLING AND SERVICING AGREEMENT (OR OTHER SIMILAR AGREEMENT) ENTERED INTO IN
CONNECTION WITH A SECURITIZATION, SUCH SPECIAL SERVICER SHALL BE AFFORDED A
CONSENT PERIOD FOR SUCH MATTER EQUAL TO THE GREATER OF (I) THE PERIOD OF TIME
GIVEN TO LENDER HEREUNDER WITHIN WHICH TO CONSENT OR APPROVE SUCH MATTER, OR
(II) 15 BUSINESS DAYS (TO THE EXTENT SUCH 15 BUSINESS DAY PERIOD IS REQUIRED
UNDER THE TERMS OF SUCH POOLING AND SERVICING AGREEMENT).
10.4
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 ANY OF THE DEBT IS UNPAID OR SUCH LONGER PERIOD IF
EXPRESSLY SET FORTH IN THIS AGREEMENT.
ALL BORROWER'S COVENANTS AND AGREEMENTS
IN THIS AGREEMENT SHALL INURE TO THE BENEFIT OF THE RESPECTIVE LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF LENDER.
10.5
LENDER'S DISCRETION.
WHENEVER PURSUANT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, LENDER EXERCISES ANY RIGHT GIVEN TO IT TO
APPROVE OR DISAPPROVE, OR CONSENT OR WITHHOLD CONSENT, OR ANY ARRANGEMENT OR
TERM IS TO BE SATISFACTORY TO LENDER OR IS TO BE IN LENDER'S DISCRETION, THE
DECISION OF LENDER TO APPROVE OR DISAPPROVE, TO CONSENT OR WITHHOLD CONSENT, OR
TO DECIDE WHETHER ARRANGEMENTS OR TERMS ARE SATISFACTORY OR NOT SATISFACTORY, OR
ACCEPTABLE OR UNACCEPTABLE OR IN LENDER'S DISCRETION SHALL (EXCEPT AS IS
OTHERWISE SPECIFICALLY HEREIN PROVIDED) BE IN THE SOLE DISCRETION OF LENDER AND
SHALL BE FINAL AND CONCLUSIVE.
10.6
GOVERNING LAW.
(A)
THIS AGREEMENT WAS NEGOTIATED IN THE STATE
OF NEW YORK AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE
DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A
SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION
EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS