ANY OTHER PERSON UNDER THE BANKRUPTCY CODE OR ANY OTHER
FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY LAW; (IV) BORROWER CONSENTING TO OR
ACQUIESCING IN OR JOINING IN AN APPLICATION FOR THE APPOINTMENT OF A CUSTODIAN,
RECEIVER, TRUSTEE, OR EXAMINER FOR BORROWER OR ANY PORTION OF THE PROPERTY;
(V) BORROWER MAKING AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR ADMITTING, IN
WRITING OR IN ANY LEGAL PROCEEDING, ITS INSOLVENCY OR INABILITY TO PAY ITS DEBTS
AS THEY BECOME DUE; (B) IF ANY SPE ENTITY FAILS TO MAINTAIN ITS STATUS AS A
SPECIAL PURPOSE ENTITY AS REQUIRED BY, AND IN ACCORDANCE WITH, THE TERMS AND
PROVISIONS OF THIS AGREEMENT OR THE SECURITY INSTRUMENT AND BY REASON THEREOF
ANY OF THE ASSETS OF SUCH SPE ENTITY ARE CONSOLIDATED INTO THE BANKRUPTCY ESTATE
OF ANY OTHER PERSON; (C) IF BORROWER FAILS TO OBTAIN LENDER'S PRIOR CONSENT TO
ANY INDEBTEDNESS OR VOLUNTARY LIEN ENCUMBERING THE PROPERTY AS REQUIRED BY THIS
AGREEMENT OR THE SECURITY INSTRUMENT; OR (D) IF BORROWER FAILS TO OBTAIN
LENDER'S PRIOR CONSENT TO ANY TRANSFER AS REQUIRED BY THIS AGREEMENT OR THE
SECURITY INSTRUMENT.
182
SECTION 9.5.
SERVICER.
AT THE OPTION OF LENDER, THE LOAN MAY BE
SERVICED BY A SERVICER/TRUSTEE (THE "SERVICER") SELECTED BY LENDER AND LENDER
MAY DELEGATE ALL OR ANY PORTION OF ITS RESPONSIBILITIES UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO THE SERVICER PURSUANT TO A SERVICING AGREEMENT (THE
"SERVICING AGREEMENT") BETWEEN LENDER AND SERVICER.
BORROWER SHALL BE
RESPONSIBLE FOR ANY REASONABLE SET-UP FEES OR ANY OTHER INITIAL COSTS RELATING
TO OR ARISING UNDER THE SERVICING AGREEMENT; PROVIDED, THAT BORROWER SHALL NOT
BE RESPONSIBLE FOR PAYMENT OF THE MONTHLY SERVICING FEE DUE TO THE SERVICER
UNDER THE SERVICING AGREEMENT. AT NO TIME SHALL BORROWER BE REQUIRED TO DEAL
WITH MORE THAN THREE SERVICERS OR AGENTS WITH RESPECT TO THE LOAN.
ARTICLE X.
MISCELLANEOUS
SECTION 10.1.
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 ALL OR ANY OF THE DEBT IS OUTSTANDING AND UNPAID UNLESS A LONGER
PERIOD IS EXPRESSLY SET FORTH HEREIN OR IN THE OTHER LOAN DOCUMENTS.
WHENEVER
IN THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL
BE DEEMED TO INCLUDE THE LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH
PARTY.
ALL COVENANTS, PROMISES AND AGREEMENTS IN THIS AGREEMENT, BY OR ON
BEHALF OF BORROWER, SHALL INURE TO THE BENEFIT OF THE LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF LENDER.
SECTION 10.2.
LENDER'S DISCRETION.
WHENEVER PURSUANT TO THIS
AGREEMENT, LENDER EXERCISES ANY RIGHT GIVEN TO IT TO APPROVE OR DISAPPROVE, OR
ANY ARRANGEMENT OR TERM IS TO BE SATISFACTORY TO LENDER, THE DECISION OF LENDER
TO APPROVE OR DISAPPROVE OR TO DECIDE WHETHER ARRANGEMENTS OR TERMS ARE
SATISFACTORY OR NOT SATISFACTORY SHALL (EXCEPT AS IS OTHERWISE SPECIFICALLY
HEREIN PROVIDED) BE IN