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 INITIATES, AIDS, SOLICITS,
SUPPORTS, OR OTHERWISE COOPERATES OR COLLUDES TO CAUSE SUCH INSOLVENCY ACTION
OR, EXCEPT TO THE EXTENT THAT ANY SUCH PARTY MAY NOT CONTEST SAME UNDER
APPLICABLE LAW, FAILS TO CONTEST AN INVOLUNTARY INSOLVENCY ACTION, (III) ANY
INVOLUNTARY BANKRUPTCY PROCEEDING IS BROUGHT BY BORROWER OR GUARANTOR OR ANY OF
THEIR RESPECTIVE AFFILIATES AGAINST ANY OF THEM; OR (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.
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 NORTHMARQ CAPITAL, INC.
("BROKER"), WHOSE FEE SHALL BE PAID BY BORROWER. 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 (INCLUDING BROKER)
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 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 OF THE PROPERTY, ASSUMPTION OR MODIFICATION OF THE
LOAN, ENFORCEMENT OF THE LOAN DOCUMENTS OR
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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 IS 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