GUARANTOR OR ANY
85
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 NORTHMARQ CAPITAL,
INC., 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 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 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 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