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
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OF THE COLLATERAL, 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 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 OF THE