HAVE UNDER SECTION 506(A), 506(B),
1111(B) OR ANY OTHER PROVISIONS OF THE U.S. BANKRUPTCY CODE TO FILE A CLAIM FOR
THE FULL AMOUNT OF THE DEBT OR TO REQUIRE THAT ALL COLLATERAL SHALL CONTINUE TO
SECURE ALL OF THE DEBT IN ACCORDANCE WITH THE LOAN DOCUMENTS, AND (B) LENDER'S
AGREEMENT NOT TO PURSUE PERSONAL LIABILITY OF BORROWER AS SET FORTH ABOVE SHALL
BECOME NULL AND VOID AND SHALL BE OF NO FURTHER FORCE AND EFFECT, AND THE DEBT
SHALL BE FULLY RECOURSE TO THE BORROWER IN AN AMOUNT EQUAL TO THE GREATER OF (X)
LENDER'S LOSSES ARISING OUT OF OR IN CONNECTION WITH THE FOLLOWING MATTERS OR
(Y) AN AMOUNT EQUAL TO THE UNPAID BALANCE OF THE DEBT, IN THE EVENT THAT ONE OR
MORE OF THE FOLLOWING OCCURS (EACH, A "SPRINGING RECOURSE EVENT"): (I) AN EVENT
OF DEFAULT DESCRIBED IN SECTION 8.1(D) SHALL HAVE OCCURRED, (II) THE OCCURRENCE
OF ANY CONDITION OR EVENT DESCRIBED IN EITHER SECTION 8.1(F)(I) (WITH RESPECT TO
BORROWER ONLY) OR SECTION 8.1(G) (WITH RESPECT TO BORROWER ONLY) (EACH, AN
"INSOLVENCY ACTION") AND, WITH RESPECT TO SUCH INSOLVENCY ACTION DESCRIBED IN
SECTION 8.1(G), EITHER BORROWER, GUARANTOR OR ANY PERSON OWNING AN INTEREST
(DIRECTLY OR INDIRECTLY) IN BORROWER OR GUARANTOR CONSENTS TO, AIDS, SOLICITS,
SUPPORTS, OR OTHERWISE COOPERATES OR COLLUDES TO CAUSE SUCH INSOLVENCY ACTION OR
FAILS TO CONTEST SUCH INSOLVENCY ACTION, EXCEPT IN THE EVENT THAT ANY SUCH PARTY
HAS A FIDUCIARY OR LEGAL DUTY TO TAKE SUCH ACTION, (III) ANY INVOLUNTARY
BANKRUPTCY PROCEEDING IS BROUGHT BY BORROWER OR GUARANTOR OR ANY OF THEIR
RESPECTIVE AFFILIATES AGAINST ANY OF THEM; (IV) IF SUBSEQUENT TO THE
COMMENCEMENT OF ANY VOLUNTARY BANKRUPTCY PROCEEDING WITH RESPECT TO BORROWER,
ANY INVOLUNTARY BANKRUPTCY PROCEEDING IS BROUGHT BY LENDER AGAINST BORROWER, AND
BORROWER OR GUARANTOR FILES ANY MOTION CONTESTING THE SAME; OR (V) BORROWER,
GUARANTOR OR ANY OF THEIR RESPECTIVE AFFILIATES BRINGS OR JOINS IN ANY ACTION OR
PROCEEDING FOR THE PARTITION OF THE PROPERTY OR ANY PORTION THEREOF OR INTEREST
THEREIN.
10.2
BROKERS AND FINANCIAL ADVISORS.
BORROWER HEREBY
REPRESENTS THAT IT HAS DEALT WITH NO FINANCIAL ADVISORS, BROKERS, UNDERWRITERS,
PLACEMENT AGENTS, AGENTS OR FINDERS IN CONNECTION WITH THE LOAN, OTHER THAN
EASTDIL SECURED, L.L.C., WHOSE FEE SHALL BE PAID BY BORROWER OR AN AFFILIATE OF
BORROWER (TO THE EXTENT SUCH AFFILIATE IS LIABLE FOR THE PAYMENT OF THE SAME).
BORROWER SHALL INDEMNIFY AND HOLD LENDER HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES, WHETHER
INCURRED IN CONNECTION WITH ENFORCING THIS INDEMNITY OR DEFENDING CLAIMS OF
THIRD PARTIES) OF ANY KIND IN ANY WAY RELATING TO OR ARISING FROM A CLAIM BY ANY
PERSON THAT SUCH PERSON ACTED ON BEHALF OF BORROWER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREIN.
THE PROVISIONS OF THIS SECTION 10.2 SHALL
SURVIVE THE EXPIRATION AND TERMINATION OF THIS AGREEMENT AND THE REPAYMENT OF
THE DEBT.
10.3
RETENTION OF SERVICER.
LENDER RESERVES THE RIGHT TO
RETAIN THE SERVICER TO ACT AS ITS AGENT HEREUNDER WITH SUCH POWERS AS ARE
SPECIFICALLY DELEGATED